==============================================================================
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: May 14, 1996
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 33-99324 51-0331454
- ----------------- ----------------------------- --------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
400 Christiana Road
Newark, DE. 19713
- ------------------------------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code (302) 453-9930.
---------------
<PAGE>
Item 5. OTHER EVENTS
The following are filed as Exhibits to this Report under Exhibit 4:
4.1 Series 1996-B Supplement to the Pooling and Servicing Agreement,
dated as of March 26, 1996, among MBNA America Bank, National Association,
Seller and Servicer, and The Bank of New York, Trustee.
4.2 Series 1996-C Supplement to the Pooling and Servicing Agreement,
dated as of March 27, 1996, among MBNA America Bank, National Association,
Seller and Servicer, and The Bank of New York, Trustee.
4.3 First Amendment to the MBNA Master Credit Card Trust II Pooling and
Servicing Agreement, dated as of March 11, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.4 First Amendment to the Series 1994-A Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.5 First Amendment to the Series 1994-B Supplement to the Pooling and
Servicing Agreement, dated as of November 30, 1994, by and between MBNA
America Bank, National Association, Seller and Servicer, and The Bank of New
York, Trustee.
4.6 Second Amendment to the Series 1994-B Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.7 First Amendment to the Series 1994-C Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.8 First Amendment to the Series 1994-D Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.9 First Amendment to the Series 1995-A Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.10 First Amendment to the Series 1995-B Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.11 First Amendment to the Series 1995-C Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.12 First Amendment to the Series 1995-D Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.13 First Amendment to the Series 1995-E Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.14 First Amendment to the Series 1995-F Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.15 First Amendment to the Series 1995-I Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.16 First Amendment to the Series 1995-J Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
4.17 First Amendment to the Series 1996-A Supplement to the Pooling and
Servicing Agreement, dated as of April 30, 1996, by and between MBNA America
Bank, National Association, Seller and Servicer, and The Bank of New York,
Trustee.
The following are filed as Exhibits to this Report under Exhibit 20:
20.1 Series 1994-A Certificateholders' Statement for the month ended
April 30, 1996.
20.2 Series 1994-B Certificateholders' Statement for the month ended
April 30, 1996.
20.3 Series 1994-C Certificateholders' Statement for the month ended
April 30, 1996.
20.4 Series 1994-D Certificateholders' Statement for the month ended
April 30, 1996.
20.5 Series 1995-A Certificateholders' Statement for the month ended
April 30, 1996.
20.6 Series 1995-B Certificateholders' Statement for the month ended
April 30, 1996.
20.7 Series 1995-C Certificateholders' Statement for the month ended
April 30, 1996.
20.8 Series 1995-D Certificateholders' Statement for the month ended
April 30, 1996.
20.9 Series 1995-E Certificateholders' Statement for the month ended
April 30, 1996.
20.10 Series 1995-F Certificateholders' Statement for the month ended
April 30, 1996.
20.11 Series 1995-I Certificateholders' Statement for the month ended
April 30, 1996.
20.12 Series 1995-J Certificateholders' Statement for the month ended
April 30, 1996.
20.13 Series 1996-A Certificateholders' Statement for the month ended
April 30, 1996.
20.14 Series 1996-B Certificateholders' Statement for the period of
March 26, 1996 through April 30, 1996.
20.15 Series 1996-C Certificateholders' Statement for the period of
March 27, 1996 through April 30, 1996.
<PAGE>
Item 5. OTHER EVENTS
The following are filed as Exhibits to this Report under Exhibit 99:
99.1. Series 1994-A Key Performance Factors for the month ended April
30, 1996.
99.2. Series 1994-B Key Performance Factors for the month ended April
30, 1996.
99.3. Series 1994-C Key Performance Factors for the month ended April
30, 1996.
99.4. Series 1994-D Key Performance Factors for the month ended April
30, 1996.
99.5. Series 1995-A Key Performance Factors for the month ended April
30, 1996.
99.6. Series 1995-B Key Performance Factors for the month ended April
30, 1996.
99.7. Series 1995-C Key Performance Factors for the month ended April
30, 1996.
99.8. Series 1995-D Key Performance Factors for the month ended April
30, 1996.
99.9. Series 1995-E Key Performance Factors for the month ended April
30, 1996.
99.10. Series 1995-F Key Performance Factors for the month ended April
30, 1996.
99.11. Series 1995-I Key Performance Factors for the month ended April
30, 1996.
99.12. Series 1995-J Key Performance Factors for the month ended April
30, 1996.
99.13. Series 1996-A Key Performance Factors for the month ended April
30, 1996.
99.14. Series 1996-B Key Performance Factors for the month ended April
30, 1996.
99.15. Series 1996-C Key Performance Factors for the month ended April
30, 1996.
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: May 14, 1996
MBNA AMERICA BANK, NATIONAL ASSOCIATION
By: Marguerite M. Boylan
----------------------------------
Name: Marguerite M. Boylan
Title: Vice President
EXECUTION COPY Exhibit 4.1
_________________________________________________________________
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1996-B Certificateholders
________________________________________
SERIES 1996-B SUPPLEMENT
Dated as of March 26, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
Series 1996-B
_________________________________________________________________
TABLE OF CONTENTS
Page
SECTION 1. Designation 1
SECTION 2. Definitions 2
SECTION 3. Servicing Compensation and Assignment of
Interchange 19
SECTION 4. Reassignment and Transfer Terms 20
SECTION 5. Delivery and Payment for the Investor
Certificates 21
SECTION 6. Depository; Form of Delivery of Investor
Certificates 21
SECTION 7. Article IV of Agreement 21
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder 21
SECTION 4.05 Allocations 22
SECTION 4.06 Determination of Monthly Interest 26
SECTION 4.07 Determination of Monthly Principal 27
SECTION 4.08 Coverage of Required Amount 28
SECTION 4.09 Monthly Payments 29
SECTION 4.10 Investor Charge-Offs 33
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 Determination of LIBOR 41
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment 41
SECTION 8. Article V of the Agreement 42
SECTION 5.01 Distributions 42
SECTION 5.02 Monthly Series 1996-B
Certificateholders' Statement 43
SECTION 9. Series 1996-B Pay Out Events 45
SECTION 10. Series 1996-B Termination 46
SECTION 11. Periodic Finance Charges and Other Fees 46
SECTION 12. Limitations on Addition of Accounts 47
SECTION 13. Counterparts 47
SECTION 14. Governing Law 47
SECTION 15. Additional Notices 47
SECTION 16. Additional Representations and Warranties of
the Servicer 47
SECTION 17. No Petition 48
SECTION 18. Amendments 48
SECTION 19. Tax Representation and Covenant 48
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 1996-B Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
SERIES 1996-B SUPPLEMENT, dated as of March 26, 1996 (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.
(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 1996-B Certificates."
The two classes shall be designated the Class A Floating Rate Asset
Backed Certificates, Series 1996-B (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates, Series 1996-B (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 1996-B (the
"Collateral Interest").
(b) Series 1996-B shall be included in Group One (as defined
below). Series 1996-B shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the
benefits of the Agreement and this Series Supplement upon payment by the
Collateral Interest Holder of amounts owing on the Closing Date pursuant
to the Loan Agreement. Notwithstanding the foregoing, except as
expressly provided herein, the provisions of Article VI and Article XII
of the Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates and
the opinion described in Section 6.09(b)(d)(i) and clause (a) and (c) of
the definition of Tax Opinion in Section 1.01 of the Agreement shall not
be applicable to the Collateral Interest.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall mean
Articles, Sections or subsections of the Agreement, except as otherwise
provided herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined herein shall
relate only to the Investor Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of
the definition of Group One Monthly Principal Payment as such term is
defined in each Supplement relating to Group One, the Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the
initial investor interests of all outstanding Series, and the
denominator of which is equal to the sum of (a) the Initial Investor
Interest, (b) the initial investor interests of all outstanding Series
(other than Series 1996-B) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
outstanding Series which are not allocating Shared Principal Collections
to other Series and are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.09(i).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the
Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Monthly Period over the amount deposited
into the Principal Funding Account pursuant to subsection 4.09(e)(i)
with respect to the Class A Certificates 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 Investor Interest and (c)
the Collateral Interest.
"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in
respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which pursuant
to Section 4.12 are required to fund the Class A Required Amount and the
Class B Required Amount, plus (c) the amount of Shared Principal
Collections with respect to Group One that are allocated to Series
1996-B in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (after taking into account any interest and
earnings retained in the Reserve Account pursuant to subsection 4.15(b)
on such date, but before giving effect to any deposit made or to be made
pursuant to subsection 4.11(i) to the Reserve Account on such date) and
(b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Monthly Interest, each for the related
Interest Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly Period and the
denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Additional Interest" shall have the meaning
specified in Section 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 Principal Funding Account Balance on such
date of determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) with respect to any Monthly
Period during the Controlled Accumulation Period prior to the payment in
full of the Class A Investor Interest, the Principal Funding Investment
Proceeds arising pursuant to subsection 4.14(b), 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 pursuant to subsections 4.15(b) and
4.15(d).
"Class A Certificate Rate" shall mean from the Closing Date
through April 14, 1996, and from April 15, 1996, through May 14, 1996
and with respect to each Interest Period thereafter, a per annum rate
equal to 0.26% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified
in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class A Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Class A Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class A Certificates, which is
$435,000,000.
"Class A Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs pursuant
to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed
pursuant to subsection 4.11(b) prior to such date of determination;
provided, however, that the Class A Investor Interest may not be reduced
below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Scheduled Payment Date" shall mean the March 2006
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.06(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to 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.
"Class B Certificate Rate" shall mean from the Closing Date
through April 14, 1996, and from April 15, 1996 through May 14, 1996 and
with respect to each Interest Period thereafter, a per annum rate equal
to 0.37% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified
in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class B Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class B
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
$22,500,000.
"Class B Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a)
on all prior Transfer Dates for which the Collateral Interest has not
been reduced, minus (e) an amount equal to the amount by which the Class
B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(d), for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below
zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified
in subsection 4.08(b).
"Class B Scheduled Payment Date" shall mean the April 2006
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean March 26, 1996.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Collateral Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Allocation of
the Collections of Finance Charge Receivables and amounts with respect
to Annual Membership Fees allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly Period (or to
be deposited in the Finance Charge Account on the related Transfer Date
with respect to the preceding Monthly Period pursuant to the third
paragraph of subsection 4.03(a) and Section 2.08 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Allocation applicable for the related Monthly
Period.
"Collateral Fixed Allocation" shall mean with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Collateral Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal
to the Investor Interest as of the close of business on the last day of
the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and
the denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $42,500,000.
"Collateral Interest" shall mean, on any date of
determination, a fractional undivided interest in the Trust which shall
consist of the right to receive, to the extent necessary to make the
required payments to the Collateral Interest Holder under this Series
Supplement, the portion of Collections allocable thereto under the
Agreement and this Series Supplement, and funds on deposit in the
Collection Account allocable thereto pursuant to the Agreement and this
Series Supplement; provided that, with respect to any date, the
Collateral Interest shall be an amount equal to (a) the Collateral
Initial Interest, minus (b) the aggregate amount of principal payments
made to the Collateral Interest Holder prior to such date, minus (c) the
aggregate amount of Collateral Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(c), minus (d) the amount of Reallocated
Principal Collections allocated pursuant to subsections 4.12(a) and (b)
on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Collateral Interest has been reduced on all prior Transfer
Dates pursuant to subsections 4.10(a) and (b), and plus (f) the
aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(h), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d)
and (e); provided further, however, that the Collateral Interest may not
be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly
interest distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.06(c).
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.07(c).
"Collateral Rate" shall mean, for any Interest Period, the
rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior
to the payment in full of the Class A Investor Interest, $36,250,000;
provided, however, that if the Accumulation Period Length is determined
to be less than 12 months pursuant to subsection 4.09(i), the Controlled
Accumulation Amount for each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class
A Investor Interest will be equal to (i) the product of (x) the Class A
Initial Investor Interest and (y) the Accumulation Period Factor for
such Monthly Period divided by (ii) the Required Accumulation Factor
Number, and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after payment in full of the Class A Investor
Interest, an amount equal to the Class B Investor Interest as of such
Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at
the close of business on February 28, 2005 or such later date as is
determined in accordance with subsection 4.09(i) and ending on the first
to occur of (a) the commencement of the Rapid Amortization Period and
(b) the Series 1996-B Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for
such Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean an amount determined as of each
Transfer Date with respect to any Interest Period the product of (a) (i)
a fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, times (ii) the
Class A Certificate Rate in effect with respect to such Interest Period,
and (b) the Principal Funding Account Balance allocable to the Class A
Certificates 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.
"Deficiency Amount" shall mean, at any time of
determination, the sum of the Class A Deficiency Amount and the Class B
Deficiency Amount.
"Distribution Date" shall mean May 15, 1996 and the
fifteenth day of each calendar month thereafter, or if such fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean,
with respect to each Transfer Date relating to the Controlled
Accumulation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date exceed the Covered Amount
determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if any,
specified pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch Investors Service, L.P. or its
successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the
greater of (a) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the
prior Monthly Period and (b) the sum of the numerators used to calculate
the Investor Percentages (as such term is defined in the Agreement) for
allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs on which, if any Series has been paid in
full, Principal Receivables in an aggregate amount approximately equal
to the initial investor interest of such Series are removed from the
Trust, the denominator determined pursuant to clause (a) hereof shall be
(i) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date, for
the period from and including the related Addition Date or Removal Date
to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or with respect to the first calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables
in the Trust as of the close of business on the day immediately
preceding the Closing Date, 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 1996-B and each other Series
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with
respect to any Monthly Period, for all Series in Group One (including
Series 1996-B) which are in an Amortization Period or Accumulation
Period (as such terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as such
terms are defined in the related Supplements for all Series in Group
One), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following
Distribution Date for any Series in Group One in its Principal
Amortization Period or Rapid Amortization Period (as such terms are
defined in the related Supplements for all Series in Group One), (d) the
Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series in Group One), (e) the excess of the
Collateral Interest as of the Transfer Date occurring in such Monthly
Period over the Required Collateral Interest for the related Transfer
Date, assuming no Accumulation Shortfall and (f) such other amounts as
may be specified in the related Supplements for all Series in Group
One.
"Initial Investor Interest" shall mean $500,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date through the day preceding such Distribution Date,
except that the initial Interest Period shall be the period from and
including the Closing Date through the day preceding the initial
Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A Certificate,
(b) with respect to the Class B Certificates, the holder of record of a
Class B Certificate and (c) with respect to the Collateral Interest, the
Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day
such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral
Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and Default Amounts at any
time and Principal Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to Principal Receivables during
the Controlled Accumulation Period or the Rapid Amortization Period, the
Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into
the Principal Account for such Monthly Period pursuant to subsections
4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv), or
4.05(c)(ii), in each case, as applicable to such Monthly Period, (b) the
aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iii), and 4.11(a), (b), (c), (d), (g)
and (h) for such Monthly Period (other than such amount paid from
Reallocated Principal Collections), and (c) the aggregate amount of
Unallocated Principal Collections deposited into the Principal Account
pursuant to subsection 4.05(d).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Trustee for each Interest Period in accordance with
the provisions of Section 4.16.
"LIBOR Determination Date" shall mean March 22, 1996 for the
period from the Closing Date through April 14, 1996, April 11, 1996 for
the period from April 15, 1996 through May 14, 1996, and the second
London Business Day prior to the commencement of the second and each
subsequent Interest Period.
"Loan Agreement" shall mean the agreement among the Seller,
the Servicer, the Trustee, and the Collateral Interest Holder, dated as
of March 26, 1996, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the
London interbank market.
"Monthly Interest" shall mean, with respect to any Transfer
Date, the sum of (a) the Class A Monthly Interest, the Class A
Additional Interest, if any, and the unpaid Class A Deficiency Amount,
if any; (b) the Class B Monthly Interest, the Class B Additional
Interest, if any, and the unpaid Class B Deficiency Amount, if any, and
(c) the Collateral Monthly Interest, each with respect to such Transfer
Date.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and
shall end on and include April 30, 1996.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b)
if the Seller or The Bank of New York is no longer the Servicer, 2.0%
per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a
Series 1996-B Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of (a) the amount of
Collections of Finance Charge Receivables deposited into the Finance
Charge Account and allocable to the Investor Certificates for such
Monthly Period and (b) the amount with respect to Annual Membership Fees
deposited into the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, and (c) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to such Monthly Period, and (d) the amount of the
Reserve Draw Amount (up to the Available Reserve Account Amount) plus
any amounts of interest and earnings described in subsection 4.15, each
deposited into the Finance Charge Account on the Transfer Date relating
to such Monthly Period, such sum to be calculated on a cash basis after
subtracting the Aggregate Investor Default Amount for such Monthly
Period, and the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit
in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for
the period from and including the immediately preceding Transfer Date to
but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date are less than the Covered Amount
determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the Pay Out Commencement Date and ending on the
earlier to occur of (a) the Series 1996-B Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of any
outstanding Series or class of a Series with respect to which it is a
Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to exceed
the product of (a) the Class B Investor Allocation with respect to the
Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided
however, that such amount shall not exceed the Class B Investor Interest
after giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided
however, that such amount shall not exceed the Collateral Interest after
giving effect to any Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated
Collateral Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the
12 months preceding the date of such calculation.
"Required Collateral Interest" shall mean (a) initially,
$42,500,000 and (b) on any Transfer Date thereafter, 8.5% of the sum of
the Class A Adjusted Investor Interest and the Class B Investor Interest
on such Transfer Date, after taking into account deposits into the
Principal Funding Account on such Transfer Date and payments to be made
on the related Distribution Date, and the Collateral Interest on the
prior Transfer Date, after any adjustments to be made on such date, but
not less than $15,000,000; provided, however, that (x) if either (i)
there is a reduction in the Collateral Interest pursuant to clause (c),
(d) or (e) of the definition of such term or (ii) a Pay Out Event with
respect to the Investor Certificates has occurred, the Required
Collateral Interest for any Transfer Date shall equal the Required
Collateral Interest for the Transfer Date immediately preceding such
reduction or Pay Out Event, (y) in no event shall the Required
Collateral Interest exceed the sum of the outstanding principal amounts
of (i) the Class A Certificates and (ii) the Class B Certificates, each
as of the last day of the Monthly Period preceding such Transfer Date
after taking into account the payments to be made on the related
Distribution Date and (z) the Required Collateral Interest may be
reduced at the Seller's option at any time to a lesser amount if the
Seller, the Servicer, the Collateral Interest Holder and the Trustee
have been provided evidence that the Rating Agency Condition shall have
been satisfied.
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1996-B.
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%,
but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the
Controlled Accumulation Period; (c) the first Transfer Date for which
the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than
the Transfer Date with respect to the Monthly Period which commences 6
months prior to the commencement of the Controlled Accumulation Period;
and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 4 months prior to the
commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by
which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Series 1996-B" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1996-B Certificateholders" shall mean the holder of
record of a Series 1996-B Certificate.
"Series 1996-B Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1996-B Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1996-B Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the August 2008 Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the sum of
(A) the Controlled Deposit Amount for such Transfer Date, and (B) the
excess, if any, of the Collateral Interest for such Transfer Date over
the Required Collateral Interest for such Transfer Date and (ii) with
respect to any Transfer Date during the Rapid Amortization Period, the
Adjusted Investor Interest over (b) the Investor Principal Collections
minus the Reallocated Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Transfer Date,
the portion of Collections of Finance Charge Receivables allocated to
the Investor Certificates and deposited in the Finance Charge Account
with respect to the related Monthly Period that is attributable to
Interchange; provided, however, that Servicer Interchange for any
Transfer Date shall not exceed one-twelfth of the product of (i) the
Adjusted Investor Interest as of the last day of the related Monthly
Period and (ii) 0.75%; provided further, however, with respect to the
first Transfer Date, the Servicer Interchange may equal but shall not
exceed $364,583.33.
"Shared Principal Collections" shall mean either (a) the
amount allocated to the Investor Certificates which may be applied to
the Series Principal Shortfall with respect to other outstanding Series
in Group One or (b) the amounts allocated to the investor certificates
of other Series in Group One which the applicable Supplements for such
Series specify are to be treated as "Shared Principal Collections" and
which may be applied to cover the Series Principal Shortfall with
respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page currently
so designated on the Dow Jones Telerate Service (or such other page as
may replace that page on that service for the purpose of displaying
comparable rates or prices).
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(d).
(2) The share of the Servicing Fee allocable to Series 1996-B
with respect to any Transfer Date (the "Investor Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Investor Servicing Fee
shall be equal to $972,222.22. On each Transfer Date for which the
Seller or The Bank of New York is the Servicer, a portion of 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 ("Servicer
Interchange"). 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
$364,583.33. The share of the Investor Servicing Fee allocable to the
Class A Investor Interest with respect to any Transfer Date (the "Class
A Servicing Fee") shall be equal to one-twelfth of the product of (i)
the Class A Floating Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Class A Servicing Fee shall be
equal to $528,645.83. 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 $27,343.75. The share of the Investor Servicing Fee allocable
to the Collateral Interest with respect to any Transfer Date (the
"Collateral Interest Servicing Fee", 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 $51,649.31. Except as specifically provided above, the
Servicing Fee shall be paid by the cash flows from the Trust allocated
to the Seller or the certificateholders of other Series (as provided in
the related Supplements) and in no event shall the Trust, the Trustee or
the Investor Certificateholders be liable therefor. The Class A
Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.09(a)(ii) and 4.11(a). The Class B Servicing Fee shall be
payable solely to the extent amounts are available for distribution in
respect thereof pursuant to subsections 4.09(b)(ii) and 4.11(c). The
Collateral Interest Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsection 4.11(f) or if applicable subsection 4.09(c)(i).
(3) 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 1996-B,
assigns, sets-over, conveys, pledges or grants a security interest in
Interchange allocable to the Trust, all Investor Certificates of any
such Series (except as otherwise specified in any such Supplement) and
the Investor Certificates shall rank pari passu and be equally and
ratably entitled as provided herein to the benefits of such Interchange
without preference or priority on account of the actual time or times of
authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Seller at its option,
in accordance with the terms specified in subsection 12.02(a), on any
Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor
Certificates. The Seller shall execute and deliver the Series 1996-B
Certificates to the Trustee for authentication in accordance with
Section 6.01. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.02.
SECTION 6. Depository; Form of Delivery of Investor
Certificates.
(a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections
6.01 and 6.10.
(b) The Depository for Series 1996-B shall be The Depository
Trust Company, and the Class A Certificates and Class B Certificates
shall be initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.01, 4.02
and 4.03 shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be
read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall represent
undivided interests in the Trust, consisting of the right to receive, to
the extent necessary to make the required payments with respect to such
Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account,
the Principal Funding Account, the Reserve Account and the Distribution
Account. The Collateral Interest shall be subordinate to the Class A
Certificates and the Class B Certificates. The Class B Certificates
shall be subordinate to the Class A Certificates. The Seller
Certificate shall not represent any interest in the Collection Account,
the Finance Charge Account, the Principal Account, the Principal Funding
Account, the Reserve Account or the Distribution Account, except as
specifically provided in this Article IV.
SECTION 4.05 Allocations.
(c) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of the Seller
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the product
of (y) the Investor Percentage on the Date of Processing of such
Collections and (z) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing, and of that
allocation, deposit in the Finance Charge Account an amount equal
to either (I) (A) prior to the LIBOR Determination Date occurring
in such Monthly Period, 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) on and after the
LIBOR Determination Date occurring during such Monthly Period, the
difference between (1) the Monthly Interest with respect to the
immediately following Transfer Date (plus, if the Seller is not
the Servicer, the Certificateholder Servicing Fee for such
Transfer Date plus the amount of any Certificateholder Servicing
Fee due but not paid to the Servicer on any prior Transfer Date)
and (2) the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to
this subsection 4.05(a)(i) or (II) the amount of Collections of
Finance Charge Receivables allocated to the Investor
Certificateholders on such Date of Processing pursuant to this
subsection 4.05(a)(i); provided, that if a deposit pursuant to
subsection 4.05(a)(i)(I) is made on any Date of Processing, on the
related Transfer Date, the Servicer shall withdraw from the
Collection Account and deposit into the Finance Charge Account an
amount equal to the amount of Collections of Finance Charge
Receivables that have been allocated to the Investor
Certificateholders during the related Monthly Period but not
previously deposited in the Finance Charge Account. Funds
deposited into the Finance Charge Account pursuant to this
subsection 4.05(a)(i) shall be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Certificate an
amount equal to the excess, if any, identified in the proviso to
clause (A) above; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with subsection 4.05(d);
provided further, that in no event shall the amount payable to the
Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) be greater than the Seller Interest on such Date of
Processing.
(d) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to
the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Seller Certificate and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Certificate an
amount equal to the excess identified in the proviso to clause (A)
above, if any; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with subsection 4.05(d);
provided further, that in no event shall the amount payable to the
Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) be greater than the Seller Interest on such Date of
Processing.
(e) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection
4.05(c)(ii)(A) shall not exceed the sum of the Investor Interest
as of the close of business on the last day of the prior Monthly
Period (after taking into account any payments to be made on the
Distribution Date relating to such prior Monthly Period and
deposits and any adjustments to be made to the Investor Interest
to be made on the Transfer Date relating to such Monthly Period)
and any Reallocated Principal Collections relating to the Monthly
Period in which such deposit is made and (B) pay to the Holder of
the Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.05(c)(ii)(B) with respect to any
Date of Processing shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further,
that in no event shall the amount payable to the Holder of the
Seller Certificate pursuant to this subsection 4.05(c)(ii)(B) be
greater than the Seller Interest on such Date of Processing.
(f) Unallocated Principal Collections. Any Collections in
respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Certificate because of
the limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B)
and 4.05(c)(ii)(B) and any amounts allocable to the Investor
Certificates deposited in the Principal Account pursuant to subsections
2.04(d)(iii) and 4.03(c) ("Unallocated Principal Collections") shall be
held in the Principal Account and, prior to the commencement of the
Controlled Accumulation Period or the Rapid Amortization Period shall be
paid to the Holder of the Seller Certificate when, and only to the
extent that, the Seller Interest is greater than zero. For each
Transfer Date with respect to the Controlled Accumulation Period or the
Rapid Amortization Period, any such Unallocated Principal Collections
held in the Principal Account on such Transfer Date shall be included in
the Investor Principal Collections which to the extent available shall
be distributed as Available Investor Principal Collections to be applied
pursuant to Section 4.09 on such Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series Supplement to
the contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c), with respect to any Monthly Period (i) the Servicer
will only be required to deposit Collections from the Collection Account
into the Finance Charge Account or the Principal Account up to the
required amount to be deposited into any such deposit account or,
without duplication, distributed on or prior to the related Distribution
Date to the Investor Certificateholders and (ii) if at any time prior to
such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the
excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(g) The amount of monthly interest distributable to the
Class A Certificates shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class A Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of the
Class A Certificates determined as of the Record Date preceding the
related Transfer Date (the "Class A Monthly Interest"); provided,
however, that in addition to Class A Monthly Interest an amount equal to
the amount of any unpaid Class A Deficiency Amounts, as defined below,
plus an amount equal to the product of (A) (1) a fraction, the numerator
of which is the actual number of days in the related Interest Period and
the denominator of which is 360, times (2) the sum of the Class A
Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class A Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A
Additional Interest") shall also be distributable to the Class A
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(a) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment
of such amount.
(h) The amount of monthly interest distributable to the
Class B Certificates shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class B Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of the
Class B Certificates determined as of the Record Date preceding the
related Transfer Date (the "Class B Monthly Interest"); provided,
however, that in addition to the Class B Monthly Interest an amount
equal to the amount of any unpaid Class B Deficiency Amounts, as defined
below, plus an amount equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (2) the sum of the
Class B Certificate Rate in effect with respect to the related Interest
Period, plus 2% per annum, and (B) any Class B Deficiency Amount from
the prior Transfer Date, as defined below (or the portion thereof which
has not theretofore been paid to Class B Certificateholders) (the "Class
B Additional Interest") shall also be distributable to the Class B
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(b) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment
of such amount.
(i) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the product of
(i)(A) a fraction, the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360,
times (B) the Collateral Rate in effect with respect to the related
Interest Period, times (ii) the Collateral Interest determined as of the
Record Date preceding such Transfer Date (the "Collateral Monthly
Interest"); provided, however, that for the purposes of determining
Collateral Monthly Interest only, the Collateral Rate shall not exceed a
per annum rate of 1% in excess of LIBOR as determined on the related
LIBOR Determination Date.
SECTION 4.07 Determination of Monthly Principal.
(j) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each
Transfer Date ("Class A Monthly Principal"), beginning with the Transfer
Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid Amortization Period,
begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Class A Scheduled Payment
Date, the Controlled Deposit Amount for such Transfer Date and (iii) the
Class A Adjusted Investor Interest on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(k) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each
Transfer Date (the "Class B Monthly Principal"), for the Controlled
Accumulation Period, beginning with the Transfer Date following the
Monthly Period in which the Class A Investor Interest has been paid in
full, and during the Rapid Amortization Period, beginning with the
Transfer Date immediately preceding the Distribution Date on which the
Class A Investor Interest has been paid in full, shall be an amount
equal to the lesser 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) and (ii) the
Class B Investor Interest (after taking into account any adjustments to
be made on such Transfer Date pursuant to Sections 4.10 and 4.12) on
such Transfer Date.
(l) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the
Revolving Period following any reduction of the Required Collateral
Interest pursuant to clause (z) of the proviso in the definition thereof
an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date, and (2) the
Available Investor Principal Collections on such Transfer Date or (B)
during the Controlled Accumulation Period or Rapid Amortization Period
an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date, and (2) the excess,
if any, of (i) the Available Investor Principal Collections on such
Transfer Date over (ii) the sum of the Class A Monthly Principal and the
Class B Monthly Principal for such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(m) On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
the sum of (i) the Class A Monthly Interest for such Transfer Date, plus
(ii) the Class A Deficiency Amount, if any, for such Transfer Date, plus
(iii) the Class A Additional Interest, if any, for such Transfer Date,
plus (iv) the Class A Servicing Fee for the prior Monthly Period plus
(v) the Class A Servicing Fee, if any, due but not paid on any prior
Transfer Date, plus (vi) the Class A Investor Default Amount, if any,
for the prior Monthly Period, exceeds the Class A Available Funds for
the related Monthly Period.
(n) 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.
(o) 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 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:
(p) An amount equal to the Class A Available Funds deposited
into the Finance Charge Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount
for such Transfer Date, plus the amount of any Class A Additional
Interest for such Transfer Date, shall be deposited by the
Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but
not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period shall be treated
as a portion of Investor Principal Collections and deposited into
the Principal Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(q) 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.
(r) 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.
(s) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the Collateral Monthly Principal for
such Transfer Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.09(d)(i) above and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related
Series Supplement for each Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series in
Group One other than this Series 1996-B; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date
over (B) the applications specified in subsections 4.09(d)(i) and
(ii) above shall be paid to the Holder of the Seller Certificate;
provided, however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this subsection 4.09(d)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Certificate only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further,
that in no event shall the amount payable to the Holder of the
Seller Certificate pursuant to this subsection 4.09(d)(iii) be
greater than the Seller Interest on such Transfer Date.
(t) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class A Monthly Principal for
such Transfer Date, shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding Account,
and (B) during the Rapid Amortization Period, deposited into the
Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly
Principal, shall be deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1996-B Termination Date, in which
case on the Series 1996-B Termination Date) after giving effect to
the distribution referred to in clauses (i) and (ii) above, an
amount equal to Collateral Monthly Principal shall be distributed
to the Collateral Interest Holder in accordance with the Loan
Agreement;
(iv) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.09(e)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the Available Investor
Principal Collections available for sharing as specified in the
related Series Supplement for each Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) the Available
Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and applied
to Series in Group One other than this Series 1996-B; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsections 4.09(e)(i) through (iv) above shall be
paid to the Holder of the Seller Certificate; provided, however,
that the amount to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) with respect to such
Transfer Date shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date
and the application of payments referred to in subsection 4.03(b))
and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance
with subsection 4.05(d); provided further, that in no event shall
the amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) be greater than the Seller
Interest on such Transfer Date.
(u) 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 Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution
Account the amount on deposit in the Principal Funding Account.
(v) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.01(a) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(a)(i) on the preceding
Transfer Date and (b) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution Account
pursuant to subsection 4.09(b)(i) on the preceding Transfer Date.
(w) On the earlier to occur of (i) the first Distribution
Date with respect to the Rapid Amortization Period and (ii) the Class A
Scheduled Payment Date and on each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer, shall
pay in accordance with Section 5.01 from the Distribution Account the
amount so deposited into the Distribution Account pursuant to
subsections 4.09(e) and (f) on the related Transfer Date in the
following priority:
(i) an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class A Investor Interest
shall be paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date,
after giving effect to the distributions referred to in clause (i)
above, an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class B Investor Interest shall
be paid to the Class B Certificateholders.
(x) The Controlled Accumulation Period is scheduled to
commence at the close of business on February 28, 2005; 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 Class A Scheduled Payment Date at least equal to the Accumulation
Period Length and, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will at least equal the Accumulation
Period Length. On the Determination Date immediately preceding the
February 2005 Distribution Date, and each Determination Date thereafter
until the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the number
of whole months such that the sum of the Accumulation Period Factors for
each month during such period will be equal to or greater than the
Required Accumulation Factor Number; provided, however, that the
Accumulation Period Length will not be determined to be less than one
month.
SECTION 4.10 Investor Charge-Offs.
(y) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date,
the Class A Investor Default Amount for the prior Monthly Period exceeds
the sum of the amount allocated with respect thereto pursuant to
subsection 4.09(a)(iii), subsection 4.11(a) and Section 4.12 with
respect to such Monthly Period, the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) will be reduced by the
amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect
to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be
a negative number, the Collateral Interest will be reduced to zero, and
the Class B Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs and any Reallocated Class B Principal
Collections on such Transfer Date) will be reduced by the amount by
which the Collateral Interest would have been reduced below zero. In
the event that such reduction would cause the Class B Investor Interest
to be a negative number, the Class B Investor Interest will be reduced
to zero, and the Class A Investor Interest will be reduced by the amount
by which the Class B Investor Interest would have been reduced below
zero, but not by more than the Class A Investor Default Amount for such
Transfer Date (a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A Investor
Charge-Offs, it will be reimbursed on any Transfer Date (but not by an
amount in excess of the aggregate Class A Investor Charge-Offs) by the
amount of Excess Spread allocated and available for such purpose
pursuant to subsection 4.11(b).
(z) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer Date,
the Class B Investor Default Amount for the prior Monthly Period exceeds
the amount of Excess Spread and Reallocated Collateral Principal
Collections which are allocated and available to fund such amount
pursuant to subsection 4.11(c) and Section 4.12, the Collateral Interest
(after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such Transfer Date and any
adjustments with respect thereto as described in subsection 4.10(a)
above) will be reduced by the amount of such excess but not by more than
the lesser of the Class B Investor Default Amount and the Collateral
Interest (after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such Transfer Date and
any adjustments with respect thereto as described in subsection 4.10(a)
above) for such Transfer Date. In the event that such reduction would
cause the Collateral Interest to be a negative number, the Collateral
Interest shall be reduced to zero and the Class B Investor Interest
shall be reduced by the amount by which the Collateral Interest would
have been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-Off").
The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral
Interest pursuant to Section 4.12 and the amount of any portion of the
Class B Investor Interest allocated to the Class A Certificates to avoid
a reduction in the Class A Investor Interest pursuant to subsection
4.10(a) above. The Class B Investor Interest will thereafter be
reimbursed (but not to an amount in excess of the unpaid principal
balance of the Class B Certificates) on any Transfer Date by the amount
of Excess Spread allocated and available for that purpose as described
under subsection 4.11(d).
(aa) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount. If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread which is allocated and available to fund such
amount pursuant to subsection 4.11(g), the Collateral Interest will be
reduced by the amount of such excess but not by more than the lesser of
the Collateral Default Amount and the Collateral Interest for such
Transfer Date (a "Collateral Charge-Off"). The Collateral Interest will
also be reduced by the amount of Reallocated Principal Collections
pursuant to Section 4.12 and the amount of any portion of the Collateral
Interest allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor Interest,
pursuant to subsection 4.10(a), or the Class B Investor Interest,
pursuant to subsection 4.10(b), respectively. The Collateral Interest
will thereafter be reimbursed on any Transfer Date by the amount of the
Excess Spread allocated and available for that purpose as described
under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply, Excess
Spread with respect to the related Monthly Period, to make the following
distributions on each Transfer Date in the following priority:
(bb) 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);
(cc) 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;
(dd) 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;
(ee) 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;
(ff) an amount equal to the Collateral Monthly Interest plus
the amount of any past due Collateral Monthly Interest for such Transfer
Date will be paid to the Collateral Interest Holder in accordance with
the Loan Agreement;
(gg) 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;
(hh) 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;
(ii) an amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required Collateral
Interest for reasons other than the payment of principal to the
Collateral Interest Holder (but not in excess of the aggregate amount of
such reductions which have not been previously reimbursed) will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(jj) 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
(kk) the balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (i) above shall be
distributed in accordance with the Loan Agreement.
SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on
each Transfer Date in the following priority:
(ll) an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread with respect to the related Monthly Period,
shall be applied pursuant to subsections 4.09(a)(i), (ii) and (iii); and
(mm) 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).
(nn) On each Transfer Date, the Collateral Interest shall be
reduced by the amount of Reallocated Collateral Principal Collections
and by the amount of Reallocated Class B Principal Collections for such
Transfer Date. In the event that such reduction would cause the
Collateral Interest (after giving effect to any Collateral Charge-Offs
for such Transfer Date) to be a negative number, the Collateral Interest
(after giving effect to any Collateral Charge-Offs for such Transfer
Date) shall be reduced to zero and the Class B Investor Interest shall
be reduced by the amount by which the Collateral Interest would have
been reduced below zero. In the event that the reallocation of
Reallocated Principal Collections would cause the Class B Investor
Interest (after giving effect to any Class B Investor Charge-Offs for
such Transfer Date) to be a negative number on any Transfer Date,
Reallocated Principal Collections shall be reallocated on such Transfer
Date in an aggregate amount not to exceed the amount which would cause
the Class B Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Transfer Date) to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
(oo) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal
Collections allocable to Series 1996-B on any Transfer Date shall be
applied as an Available Investor Principal Collection pursuant to
Section 4.09 and pursuant to such Section 4.09 shall be deposited in the
Distribution Account or distributed in accordance with the Loan
Agreement.
(pp) Shared Principal Collections allocable to Series 1996-B
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 1996-B for
such Transfer Date; provided, however, that if the aggregate amount of
Shared Principal Collections for all Series for such Transfer Date is
less than the Cumulative Series Principal Shortfall for such Transfer
Date, then Shared Principal Collections allocable to Series 1996-B on
such Transfer Date shall equal the product of (i) Shared Principal
Collections for all Series for such Transfer Date and (ii) a fraction,
the numerator of which is the Series Principal Shortfall with respect to
Series 1996-B for such Transfer Date and the denominator of which is the
aggregate amount of Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
(qq) 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.
(rr) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the
institution holding the Principal Funding Account ceases to be a
Qualified Institution, the Seller shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Principal Funding
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Series Supplement, and
(ii) on each Transfer Date (from and after the commencement of the
Controlled Accumulation Period) prior to termination of the Principal
Funding Account make a deposit into the Principal Funding Account in the
amount specified in, and otherwise in accordance with, subsection
4.09(e).
(ss) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on
deposit in the Principal Funding Account, but not in excess of the
Covered Amount, for application as Class A Available Funds applied
pursuant to subsection 4.09(a)(i).
Any Excess Principal Funding Investment Proceeds shall be
paid to the Seller on each Transfer Date. An amount equal to any
Principal Funding Investment Shortfall will be deposited in the Finance
Charge Account on each Transfer Date from the Reserve Account to the
extent funds are available pursuant to subsection 4.15(d). Principal
Funding Investment Proceeds (including reinvested interest) shall not be
considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Series Supplement.
SECTION 4.15 Reserve Account.
(tt) 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).
(uu) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account on
such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall maintain for the
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in the
Reserve Account (to the extent that the Available Reserve Account Amount
is less than the Required Reserve Account Amount) and the balance, if
any, shall be deposited into the Finance Charge Account and included in
Class A Available Funds for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Reserve
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(vv) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class
A Investor Interest and on or before the first Transfer Date with
respect to the Rapid Amortization Period, the Servicer shall calculate
the "Reserve Draw Amount" which shall be equal to the Principal Funding
Investment Shortfall with respect to each Transfer Date with respect to
the Controlled Accumulation Period or the first Transfer Date with
respect to the Rapid Amortization Period; provided, however, that such
amount will be reduced to the extent that funds otherwise would be
available for deposit in the Reserve Account under Section 4.11(i) with
respect to such Transfer Date.
(ww) 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), deposited into the Finance Charge
Account and included in Class A Available Funds for such Transfer Date.
(xx) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Reserve Account, and pay in
accordance with the Loan Agreement, an amount equal to such Reserve
Account Surplus.
(yy) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) if the
Controlled Accumulation Period has not commenced, the first Transfer
Date relating to the Rapid Amortization Period and (iii) if the
Controlled Accumulation Period has commenced, the earlier of the first
Transfer Date with respect to the Rapid Amortization Period and the
Transfer Date immediately preceding the Class A 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 1996-B
Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance
with the Loan Agreement, all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 4.16 Determination of LIBOR.
(zz) On each LIBOR Determination Date, the Trustee will
determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market
for a period equal to the relevant Interest Period (commencing on the
first day of such Interest Period). The Trustee will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested,
the rate for that LIBOR Determination Date will be the arithmetic mean
of the rates quoted by major banks in New York City, selected by the
Servicer, at approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Period (commencing on the first
day of such Interest Period).
(aaa) The Class A Certificate Rate and Class B Certificate
Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by any Investor Certificateholder by
telephoning the Trustee at its Corporate Trust Office at (212) 815-5368.
(bbb) On each LIBOR Determination Date prior to 12:00 noon
New York City time, the Trustee shall send to the Servicer by facsimile,
notification of LIBOR for the following Interest Period.
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Seller fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02 and 12.01)
required to be made or given by the Servicer or Seller, respectively, at
the time specified in the Agreement (including applicable grace
periods), the Trustee shall make such payment or deposit from the
applicable Investor Account without instruction from the Servicer or
Seller. The Trustee shall be required to make any such payment, deposit
or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof;
provided, however, that the Trustee shall in all cases be deemed to have
sufficient information to determine the amount of interest payable to
the Series 1996-B Certificateholders on each Distribution Date. The
Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make such
payment, deposit or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee in the manner in which such
payment or deposit should have been made by the Seller or the Servicer,
as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(ccc) 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.
(ddd) On each Distribution Date, the Trustee shall
distribute (in accordance with the certificate delivered on or before
the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.04(b)) to each Class B Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.04(e) or Section 12.03 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as
are payable to the Class B Certificateholders pursuant to Section 4.09
by check mailed to each Class B Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register),
except that with respect to Class B Certificates registered in the name
of the nominee of a Clearing Agency, such distribution shall be made in
immediately available funds.
SECTION 5.02 Monthly Series 1996-B Certificateholders'
Statement.
(eee) On or before each Distribution Date, the Trustee shall
forward to each Series 1996-B 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 and Collateral Monthly Interest, and
any accrued and unpaid Collateral Monthly Interest, respectively;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(vi) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class A
Investor Interest, the Class A Adjusted Investor Interest, the
Class B Investor Interest, the Collateral Interest, the Floating
Investor Percentage, the Class A Floating Allocation, the Class B
Floating Allocation, the Collateral Floating Allocation and the
Fixed Investor Percentage, Class A Fixed Allocation, the Class B
Fixed Allocation and the Collateral Fixed Allocation with respect
to the Principal Receivables in the Trust as of the end of the day
on the Record Date;
(vii) the aggregate outstanding balance of Accounts which were
35 to 64, 65 to 94, 95 to 124, 125 to 154 and 155 or more days
delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and
the Collateral Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs reimbursed
on the Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Servicing Fee, the Class B
Servicing Fee, the Collateral 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 B Investor Interest and the Collateral Interest
as of the close of business on such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on the Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xx) the amount of Class A Available Funds and Class B
Available Funds on deposit in the Finance Charge Account on the
related Transfer Date; and
(xxi) such other items as are set forth in Exhibit C to this
Series Supplement.
(fff) Annual Certificateholders' Tax Statement. On or
before January 31 of each calendar year, beginning with calendar year
1997, the Trustee shall distribute to each Person who at any time during
the preceding calendar year was a Series 1996-B Certificateholder, a
statement prepared by the Servicer containing the information required
to be contained in the regular monthly report to Series 1996-B
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 1996-B 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 1996-B 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 1996-B Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(ggg) 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 1996-B 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 1996-B, and
continues to affect materially and adversely the interests of the Series
1996-B Certificateholders (which determination shall be made without
reference to whether any funds are available under the Collateral
Interest) for such period;
(hhh) 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 1996-B, and (ii) as a result
of which the interests of the Series 1996-B 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 1996-B Pay
Out Event pursuant to this subsection 9(b) hereof shall not be deemed to
have occurred hereunder if the Seller has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the Agreement;
(iii) the average Portfolio Yield for any three consecutive
Monthly Periods is less than the average Base Rate for such period;
(jjj) the Seller shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required
by subsection 2.06(a);
(kkk) any Servicer Default shall occur which would have a
material adverse effect on the Series 1996-B Certificateholders; or
(lll) the Class A Investor Interest shall not be paid in
full on the Class A Scheduled Payment Date or the Class B Investor
Interest shall not be paid in full on the Class B 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, either the Trustee or Holders of Series 1996-B
Certificates and the Collateral Interest Holder evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this
Series 1996-B by notice then given in writing to the Seller and the
Servicer (and to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 1996-B Pay Out Event") has
occurred as of the date of such notice, and in the case of any event
described in subsection 9(c), (d) or (f) hereof, a Series 1996-B Pay Out
Event shall occur without any notice or other action on the part of the
Trustee or the Investor Certificateholders immediately upon the
occurrence of such event.
SECTION 10. Series 1996-B Termination. The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1996-B
Termination Date.
SECTION 11. Periodic Finance Charges and Other Fees. The
Seller hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Seller to be necessary in
order for the Seller to maintain its credit card business, based upon a
good faith assessment by the Seller, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of such reduction, the
Seller's reasonable expectation of the Portfolio Yield as of such date
would be less than the then Base Rate.
SECTION 12. 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 1996-B 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.
(mmm) 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.
(nnn) 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:
(ooo) 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.
(ppp) 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.
(qqq) 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 1996-B 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. Amendments. This Series Supplement may be
amended by the Seller without the consent of the Servicer, Trustee or
any Investor Certificateholder if the Seller provides the Trustee with
(i) an Opinion of Counsel to the effect that such amendment or
modification would reduce the risk the Trust would be treated as taxable
as a publicly traded partnership pursuant to Code section 7704 and (ii)
a certificate that such amendment or modification would not materially
and adversely affect any Investor Certificateholder; provided, that no
such amendment shall be deemed effective without the Trustee's consent,
if the Trustee's rights, duties and obligations hereunder are thereby
modified. Promptly after the effectiveness of any amendment pursuant to
this Section 18, the Seller shall deliver a copy of such amendment to
each of the Servicer, the Trustee and each Rating Agency.
SECTION 19. Tax Representation and Covenant. Any holder of
an interest in the Trust acquired pursuant to Section 12.01(b) in
respect of the Series 1996-B Certificates shall be required to represent
and covenant in connection with such acquisition that (x) it has neither
acquired, nor will it sell, trade or transfer any interest in the Trust
or cause any interest in the Trust to be marketed on or through either
(i) an "established securities market" within the meaning of Code
section 7704(b)(1), including without limitation an interdealer
quotation system that regularly disseminates firm buy or sell quotations
by identified brokers or dealers by electronic means or otherwise or
(ii) a "secondary market (or the substantial equivalent thereof)" within
the meaning of Code section 7704(b)(2), including a market wherein
interests in the Trust are regularly quoted by any person making a
market in such interests and a market wherein any person regularly makes
available bid or offer quotes with respect to interests in the Trust and
stands ready to effect buy or sell transactions at the quoted prices for
itself or on behalf of others, (y) unless the Seller consents otherwise,
such holder (i) is properly classified as, and will remain classified
as, a "corporation" as described in Code section 7701(a)(3) and (ii) is
not, and will not become, an S corporation as described in Code section
1361, and (z) it will (i) cause any participant with respect to such
interest otherwise permitted hereunder to make similar representations
and covenants for the benefit of the Seller and the Trust and (ii)
forward a copy of such representations and covenants to the Trustee.
Each such holder shall further agree in connection with its acquisition
of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant)
is and shall remain classified as a corporation other than an S
corporation, the Seller shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that
such holder shall take all actions necessary to permit such replacement
investor to succeed to its rights and obligations as a holder (or to the
rights of its participant).
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series 1996-B Supplement to be duly executed by their
respective officers as of the day and year first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By:____Jerry M. Hamstead_____
Name: Jerry M. Hamstead
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:____Joseph G. Ernst_______
Name: Joseph G. Ernst
Title: Assistant Vice President
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-B
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest (as defined below) and the other assets and interests
constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1996-B Supplement dated as of March 26, 1996
(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 1996-B Certificates are issued in two
classes, the Class A Certificates (of which this certificate is one) and
the Class B Certificates, which are subordinated to the Class A
Certificates in certain rights of payment as described herein and in the
Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1996-B Certificates with the intention that the
Series 1996-B Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1996-B Certificateholder (or
Series 1996-B Certificate Owner) by acceptance of its Series 1996-B
Certificate (or in the case of a Series 1996-B Certificate Owner, by
virtue of such Series 1996-B Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1996-B Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1996-B
Certificateholder agrees that it will cause any Series 1996-B
Certificate Owner acquiring an interest in a Series 1996-B Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-B Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by virtue of
the acceptance hereof assents and by which the Class A Certificateholder
is bound.
The Receivables consist of Principal Receivables, which
arise from the purchase of goods and services, and of Finance Charge
Receivables, which arise generally from periodic Finance Charges and
other fees and charges, as more fully specified in the Pooling and
Servicing Agreement. The Trust corpus consists of the Receivables now
existing and hereafter created and arising in connection with the
Accounts, all monies due or to become due with respect thereto
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), all proceeds (as defined in Section 9-306
of the UCC as in effect in the State of Delaware) of the Receivables,
Insurance Proceeds relating to the Receivables, the right to certain
amounts received as Interchange with respect to the Accounts, and such
funds as from time to time are deposited in the Collection Account, the
Investor Accounts, the Principal Funding Account, certain investment
earnings on the Principal Funding Account, the Reserve Account and
certain investment earnings on the Reserve Account and the proceeds (as
defined in Section 9-306 of the UCC as in effect in the State of
Delaware) thereof. This Class A Certificate is one of a duly authorized
Series of Investor Certificates entitled "MBNA Master Credit Card Trust
II Class A Floating Rate Asset Backed Certificates, Series 1996-B" (the
"Class A Certificates"), each of which represents an Undivided Interest
in the Trust, including the right to receive the Collections and other
amounts allocated to the Class A Certificates at the times and in the
amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and
the Reserve Account or paid to the Class A Certificateholders. Also
issued under the Pooling and Servicing Agreement are the "MBNA Master
Credit Card Trust II Class B Floating Rate Asset-Backed Certificates,
Series 1996-B" (the "Class B Certificates"), which represent an
Undivided Interest in the Trust subordinate to the Class A Certificates,
and the "MBNA Master Credit Card Trust II Collateral Interest, Series
1996-B" (the "Collateral Interest" and collectively with the Class A
Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinate to the Class A
Certificates and Class B Certificates. The subordination of the Class B
Certificates and the subordination of the Collateral Interest to the
Class A Certificates shall constitute the Enhancement for the Class A
Certificates. The aggregate interest represented by the Class A
Certificates and the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Investor Interest and the Class B Investor Interest, respectively, at
such time. The Class A Initial Investor Interest is $435,000,000 as of
March 26, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $22,500,000 as of the Closing Date. The Collateral Initial
Interest is $42,500,000 as of the Closing Date. The Class A Investor
Interest on any date of determination will be an amount equal to (a) the
Class A Initial Investor Interest minus (b) the aggregate amount of
payments of principal made to the Class A Certificateholders prior to
such date of determination, and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to subsection
4.10(a) of the Pooling and Servicing Agreement over Class A Investor
Charge-Offs reimbursed prior to such date of determination pursuant to
subsection 4.11(b) of the Pooling and Servicing Agreement; provided,
however, that the Class A Investor Interest may not be reduced below
zero. For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly
Period during the Controlled Accumulation Period, the Class A Investor
Interest will be further reduced (such reduced amount, the "Class A
Adjusted Investor Interest") by the aggregate principal amount of funds
on deposit in the Principal Funding Account. The Class A Investor
Interest together with the aggregate interest represented by the Class B
Certificates in the Principal Receivables in the Trust (the "Class B
Investor Interest") and the aggregate interest represented by the
Collateral Interest in the Principal Receivables in the Trust are
sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Seller Certificate
representing an undivided interest in the Trust will be issued to the
Seller pursuant to the Pooling and Servicing Agreement. The Seller
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Seller Certificate may be exchanged by the Seller pursuant
to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates from the
Closing Date through April 14, 1996, and from April 15, 1996 through May
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.26% per annum above LIBOR, as more specifically set forth in
the Pooling and Servicing Agreement (the "Class A Certificate Rate"),
and will be distributed on May 15, 1996 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 (the "Record Date"). During the
Rapid Amortization Period, in addition to Class A Monthly Interest,
Class A Monthly Principal will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month
commencing in the month following the commencement of the Rapid
Amortization Period until the Class A Certificates have been paid in
full. During the Controlled Accumulation Period, in addition to monthly
payments of Class A Monthly Interest, the amount on deposit in the
Principal Funding Account will be distributed as principal to the
Class A Certificateholders on the March 2006 Distribution Date (the
"Class A Scheduled Payment Date"), unless distributed earlier as a
result of the occurrence of a Pay Out Event in accordance with the
Pooling and Servicing Agreement.
The Servicer shall deposit all Collections in the Collection
Account as promptly as possible after the Date of Processing of such
Collections, but in no event later than the second Business Day
following such Date of Processing (except as provided below and except
as provided in any Supplement to the Pooling and Servicing Agreement).
Throughout the existence of the Trust, unless otherwise provided in any
Supplement, the Servicer shall allocate to the Holder of the Seller
Certificate an amount equal to the product of (A) the Seller Percentage
and (B) the aggregate amount of such Collections allocated to Principal
Receivables and Finance Charge Receivables, respectively, in respect of
each Monthly Period. Notwithstanding the first sentence of this
paragraph, the Servicer need not deposit this amount or any other
amounts so allocated to the Seller Certificate pursuant to any
Supplement into the Collection Account and shall pay, or be deemed to
pay, such amounts as collected to the Holder of the Seller Certificate.
The Servicer shall pay or deposit the following amounts as set forth
below:
(rrr) Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or
the Holder of the Seller Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Allocate to the Investor Certificateholders the
product of (y) the Investor Percentage on the Date of
Processing of such Collections and (z) the aggregate amount
of Collections of Finance Charge Receivables on such Date of
Processing, and of that allocation, deposit in the Finance
Charge Account an amount equal to either (I) (A) prior to
the LIBOR Determination Date occurring in such Monthly
Period, 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) on and after
the LIBOR Determination Date occurring during such Monthly
Period, 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 Section
4.09 of the Pooling and Servicing Agreement or (II) the
amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this clause (a)(i); provided, that if
a deposit pursuant to clause (a)(i)(I) above 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 clause
(a)(i) shall be applied in accordance with Section 4.09 of
the Pooling and Servicing Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 clause (iv)(A)
shall not exceed the Daily Principal Shortfall, and (B) pay
to the Holder of the Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the
Holder of the Seller Certificate pursuant to this clause
(iv)(B) with respect to any Date of Processing shall be paid
to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (iv)(B) be greater than
the Seller Interest on such Date of Processing.
(sss) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period, the Servicer
shall, prior to the close of business on the day any Collections
are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Seller Certificate and pay
or deposit from the Collection Account the following amounts as
set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09 of the Pooling and Servicing
Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 (b)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay
to the Holder of the Seller Certificate an amount
equal to the excess identified in the proviso to
clause (A) above, if any; provided, however, that the
amount to be paid to the holder of the Seller
Certificate pursuant to this clause (b)(iv)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than
zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such
Date of Processing and the application of payments
referred to in subsection 4.03(b) of the Pooling and
Servicing Agreement) and otherwise shall be considered
as Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.05(d) of the Pooling and Servicing
Agreement; provided further, that in no event shall
the amount payable to the Holder of the Seller
Certificate pursuant to this clause (b)(iv)(B) be
greater than the Seller Interest on such Date of
Processing.
(ttt) 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 of the Pooling and Servicing
Agreement.
(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 clause (c)(ii)(A) shall not exceed the sum
of the Investor Interest as of the close of business on the
last day of the prior Monthly Period (after taking into
account any payments to be made on the Distribution Date
relating to such prior Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in
which such deposit is made and (B) pay to the Holder of the
Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this clause (c)(ii)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (c)(ii)(B) be greater
than the Seller Interest on such Date of Processing.
Notwithstanding anything in the Pooling and Servicing
Agreement to the contrary, for so long as, and only so long as, the
Seller shall remain the Servicer thereunder, and (A)(i) the Servicer
provides to the Trustee a letter of credit covering risk collection of
the Servicer acceptable to each Rating Agency (as evidenced by letters
from each Rating Agency) and (ii) the Seller shall not have received a
notice from Moody's or Standard & Poor's that such a letter of credit
would result in the lowering of Moody's or Standard & Poor's then-
existing rating of the Investor Certificates, or (B) the Servicer shall
have and maintain a certificate of deposit or short-term deposit rating
of P-1 by Moody's and of A-1 by Standard & Poor's and deposit insurance
provided by BIF or SAIF, the Servicer need not deposit Collections into
the Principal Account, the Finance Charge Account, or any Series
Account, as provided in any Supplement, or make payments to the Holder
of the Seller Certificate, prior to the close of business on the day any
Collections are deposited in the Collection Account as provided in
Article IV of the Pooling and Servicing Agreement, but may make such
deposits, payments and withdrawals on each Transfer Date in an amount
equal to the net amount of such deposits, payments and withdrawals which
would have been made but for the provisions of this paragraph.
With respect to the Series 1996-B Certificates, and
notwithstanding anything in the Pooling and Servicing Agreement to the
contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c) of the Pooling and Servicing Agreement, 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.
Any Unallocated Principal Collections shall be held in the
Principal Account and, prior to the commencement of the Controlled
Accumulation Period or the Rapid Amortization Period shall be paid to
the Holder of the Seller Certificate when, and only to the extent that,
the Seller Interest is greater than zero. For each Transfer Date with
respect to the Controlled Accumulation Period or the Rapid Amortization
Period, any such Unallocated Principal Collections held in the Principal
Account on such Transfer Date shall be included in the Investor
Principal Collections which to the extent available shall be distributed
as Available Investor Principal Collections to be applied pursuant to
Section 4.09 of the Pooling and Servicing Agreement on such Transfer
Date.
The Trustee shall establish and maintain the Principal
Funding Account and the Reserve Account as segregated trust accounts for
the benefit of the Series 1996-B Certificateholders. Principal amounts
on deposit in the Principal Funding Account and the Reserve Account
shall be applied as set forth in the Pooling and Servicing Agreement.
Funds on deposit in the Principal Funding Account and the Reserve
Account shall be invested by or at the direction of the Servicer in
Permitted Investments as provided in the Pooling and Servicing
Agreement. Investment earnings on such funds shall be transferred on
each appropriate Transfer Date to the Finance Charge Account and applied
as Collections in respect of Finance Charge Receivables allocable to the
Class A Certificates in the amount and manner provided in the Pooling
and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date, from the
Finance Charge Account to the extent of funds on deposit therein
(i) Collections of Finance Charge Receivables processed as of the end of
the preceding Monthly Period which have been allocated to the Series
1996-B Certificates, (ii) with respect to the Class A Certificates, from
other amounts constituting Class A Available Funds, and (iii) with
respect to the Class B Certificates, from other amounts constituting
Class B Available Funds, the following amounts: (x) an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of
which is 360, times (B) the Class A Certificate Rate for such Interest
Period and (ii) the Class A Investor Interest as of the close of
business on the last day of the preceding Monthly Period ("Class A
Monthly Interest"), provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to the
interest accrued on the Class A Initial Investor Interest at the
applicable Class A Certificate Rate for the period from the Closing Date
through May 14, 1996; and (y) amounts up to the Class B Monthly Interest
followed by the Collateral Monthly Interest, in the actual amounts and
manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required
by the Pooling and Servicing Agreement, in the following order of
priority: (i) an amount equal to the 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, (ii) an amount equal to the Class A Servicing Fee
for such Transfer Date plus the amount of any Class A Servicing Fee due
but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly
Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by
the Pooling and Servicing Agreement in the following order of priority:
(i) 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, and
(ii) the Class B Servicing Fee for such Transfer Date plus the amount of
any Class B Servicing Fee due but not paid on any prior Transfer Date.
The Trustee on each Transfer Date shall apply the Collateral Available
Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement, if MBNA or The Bank of New York is not
the Servicer, to pay the Collateral Interest Servicing Fee for such
Transfer Date plus the amount of any Collateral Interest Servicing Fee
due but not paid on any prior Transfer Date. The balance of the amount
withdrawn from the Finance Charge Account allocable to the Series 1996-B
Certificates, if any, after giving effect to the applications above
shall constitute "Excess Spread."
On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
(a) the sum of (i) Class A Monthly Interest for such Transfer Date, and
(ii) the Class A Deficiency Amount for such Transfer Date, and (iii) the
Class A Additional Interest, if any, for such Transfer Date, and
(iv) the Class A Servicing Fee for the prior Monthly Period plus the
Class A Servicing Fee, if any, due but not paid on any Transfer Date
prior thereto, and (v) the Class A Investor Default Amount, if any, for
the prior Monthly Period exceeds (b) the Class A Available Funds. In
the event that the sum of the Class A Required Amount and Class B
Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive sum
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 for such Transfer Date, to the extent
available, shall be distributed from the Finance Charge Account on such
Transfer Date pursuant to subsection 4.11(a) of the Pooling and
Servicing Agreement. 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, Reallocated Principal Collections, to the extent
available, shall be withdrawn on the Transfer Date from the Principal
Account and applied pursuant to Section 4.12 of the Pooling and
Servicing Agreement. In the event that the Class A Required Amount for
such Transfer Date exceeds the amount of such Excess Spread and the
amount of such Reallocated Principal Collections, the Collateral
Interest shall, and the Class B Investor Interest may, be reduced as
provided in the Pooling and Servicing Agreement.
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulation Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to
withdraw, and the Trustee, acting in accordance with such instructions,
shall withdraw on such Transfer Date from the Principal Account an
amount equal to the Available Investor Principal Collections on deposit
in the Principal Account and from such amounts, (A) deposit an amount
equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during
the Rapid Amortization Period, into the Distribution Account, (B) after
the Class A Certificates have been paid in full, deposit an amount equal
to Class B Monthly Principal into the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Servicer
shall instruct the Trustee to withdraw, and the Trustee shall withdraw
from the Principal Funding Account and deposit in the Distribution
Account the amount on deposit in the Principal Funding Account.
On the Class A Scheduled Payment Date or on each
Distribution Date with respect to a Rapid Amortization Period, the
Trustee shall pay from amounts on deposit in the Distribution Account an
amount equal to the lesser of the Class A Investor Interest and the
amount of Available Investor Principal Collections on deposit in the
Distribution Account with respect to the related Monthly Period, and
after the Class A Certificates have been paid in full (after taking into
account distributions to be made on the related Distribution Date),
Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Interest as specified in the Pooling and
Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the
Collateral Interest Holder the Collateral Monthly Interest, to the
extent funds are available. Distributions with respect to this Series
1996-B Certificate will be made by the Trustee by, except as otherwise
provided in the Pooling and Servicing Agreement, check mailed to the
address of each Series 1996-B Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-B Certificate, without the presentation or
surrender of this Series 1996-B Certificate or the making of any
notation thereon; provided that with respect to Series 1996-B
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class A Certificate represents an interest in only MBNA
Master Credit Card Trust II. This Class A Certificate does not
represent an obligation of, or an interest in, the Seller or the
Servicer, and neither the Series 1996-B Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-B
Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account, Investor Accounts, Principal
Funding Account and Reserve Account may be made upon the instructions of
the Servicer from time to time for purposes other than distributions to
Series 1996-B Certificateholders.
The transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this Class A Certificate
for registration of transfer at any office or agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent
and Registrar duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney-in-fact duly authorized in writing,
and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate Undivided Interests will be
issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations set forth therein, Class A Certificates
are exchangeable for new Class A Certificates evidencing like aggregate
Undivided Interests, as requested by the Class A Certificateholder
surrendering such Class A Certificates. No service charge may be
imposed for any such exchange but the Servicer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them or of any
such agent shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 1996-B Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-B Termination Date. Upon the termination of the Trust pursuant to
Section 12.01 of the Pooling and Servicing Agreement, the Trustee shall
assign and convey to the Holder of the Seller Certificate (without
recourse, representation or warranty) all right, title and interest of
the Trust in the Receivables, whether then existing or thereafter
created, and all proceeds of such Receivables and Insurance Proceeds
relating to such Receivables. The Trustee shall execute and deliver
such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by
the Holder of the Seller Certificate to vest in such Holder all right,
title and interest which the Trustee had in the Receivables.
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 Class A Certificate to be duly executed under its
official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: ____________________
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-B Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
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 1996-B
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest (as defined below) and the other assets and interests
constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1996-B Supplement dated as of March 26, 1996
(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 1996-B Certificates are issued in two
classes, the Class A Certificates and the Class B Certificates (of which
this certificate is one), which are subordinated to the Class A
Certificates in certain rights of payment as described herein and in the
Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1996-B Certificates with the intention that the
Series 1996-B Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1996-B Certificateholder (or
Series 1996-B Certificate Owner) by acceptance of its Series 1996-B
Certificate (or in the case of a Series 1996-B Certificate Owner, by
virtue of such Series 1996-B Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1996-B Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1996-B
Certificateholder agrees that it will cause any Series 1996-B
Certificate Owner acquiring an interest in a Series 1996-B Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-B Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by virtue of
the acceptance hereof assents and by which the Class B Certificateholder
is bound.
The Receivables consist of Principal Receivables, which
arise from the purchase of goods and services, and of Finance Charge
Receivables, which arise generally from periodic Finance Charges and
other fees and charges, as more fully specified in the Pooling and
Servicing Agreement. The Trust corpus consists of the Receivables now
existing and hereafter created and arising in connection with the
Accounts, all monies due or to become due with respect thereto
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), all proceeds (as defined in Section 9-306
of the UCC as in effect in the State of Delaware) of the Receivables,
Insurance Proceeds relating to the Receivables, the right to certain
amounts received as Interchange with respect to the Accounts, and such
funds as from time to time are deposited in the Collection Account, the
Investor Accounts, the Principal Funding Account, certain investment
earnings on the Principal Funding Account, the Reserve Account and
certain investment earnings on the Reserve Account and the proceeds (as
defined in Section 9-306 of the UCC as in effect in the State of
Delaware) thereof. This Class B Certificate is one of a duly authorized
Series of Investor Certificates entitled "MBNA Master Credit Card Trust
II Class B Floating Rate Asset Backed Certificates, Series 1996-B" (the
"Class B Certificates"), each of which represents an Undivided Interest
in the Trust, including the right to receive the Collections and other
amounts allocated to the Class B Certificates at the times and in the
amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts or paid to the Class B
Certificateholders. Also issued under the Pooling and Servicing
Agreement are the "MBNA Master Credit Card Trust II Class A Floating
Rate Asset-Backed Certificates, Series 1996-B" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust
senior to the Class B Certificates, and the "MBNA Master Credit Card
Trust II Collateral Interest, Series 1996-B" (the "Collateral Interest"
and collectively with the Class A Certificates and the Class B
Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinate to the Class A Certificates and
Class B Certificates. The subordination of the Collateral Interest to
the Class B Certificates shall constitute the Enhancement for the Class
B Certificates. The aggregate interest represented by the Class A
Certificates and the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Investor Interest and the Class B Investor Interest, respectively, at
such time. The Class A Initial Investor Interest is $435,000,000 as of
March 26, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $22,500,000 as of the Closing Date. The Collateral Initial
Interest is $42,500,000 as of the Closing Date. The Class B Investor
Interest on any date of determination will be an amount equal to (a) the
Class B Initial Investor Interest minus (b) the aggregate amount of
payments of principal made to the Class B Certificateholders prior to
such date of determination, minus (c) the aggregate amount of Class B
Investor Charge-Offs pursuant to subsection 4.10(b) of the Pooling and
Servicing Agreement minus (d) the amount of the Reallocated Class B
Principal Collections allocated pursuant to subsection 4.12(a) of the
Pooling and Servicing Agreement on all prior Transfer Dates for which
the Collateral Interest has not been reduced, minus (e) an amount equal
to the amount by which the Class B Investor Interest has been reduced on
all prior Transfer Dates pursuant to subsection 4.10(a) of the Pooling
and Servicing Agreement and plus (f) the aggregate amount of Excess
Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(d) of the Pooling and Servicing Agreement 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. The Class B Investor Interest
together with the aggregate interest represented by the Class A
Certificates in the Principal Receivables in the Trust (the "Class A
Investor Interest") and the aggregate interest represented by the
Collateral Interest in the Principal Receivables in the Trust are
sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Seller Certificate
representing an undivided interest in the Trust will be issued to the
Seller pursuant to the Pooling and Servicing Agreement. The Seller
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Seller Certificate may be exchanged by the Seller pursuant
to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through April 14, 1996, and from April 15, 1996 through May
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.37% per annum above LIBOR, as more specifically set forth in
the Pooling and Servicing Agreement (the "Class B Certificate Rate"),
and will be distributed on May 15, 1996 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 (the "Record Date"). During the
Rapid Amortization Period, in addition to Class B Monthly Interest,
Class B Monthly Principal will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar month
commencing in the month following the commencement of the Rapid
Amortization Period until the Class B Certificates have been paid in
full or, during the Controlled Accumulation Period following the payment
in full of the Class A Investor Interest, on the April 2006 Distribution
Date (the "Class B Scheduled Payment Date"), unless distributed earlier
as a result of the occurrence of a Pay Out Event.
The Servicer shall deposit all Collections in the Collection
Account as promptly as possible after the Date of Processing of such
Collections, but in no event later than the second Business Day
following such Date of Processing (except as provided below and except
as provided in any Supplement to the Pooling and Servicing Agreement).
Throughout the existence of the Trust, unless otherwise provided in any
Supplement, the Servicer shall allocate to the Holder of the Seller
Certificate an amount equal to the product of (A) the Seller Percentage
and (B) the aggregate amount of such Collections allocated to Principal
Receivables and Finance Charge Receivables, respectively, in respect of
each Monthly Period. Notwithstanding the first sentence of this
paragraph, the Servicer need not deposit this amount or any other
amounts so allocated to the Seller Certificate pursuant to any
Supplement into the Collection Account and shall pay, or be deemed to
pay, such amounts as collected to the Holder of the Seller Certificate.
The Servicer shall pay or deposit the following amounts as set forth
below:
(uuu) Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or
the Holder of the Seller Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Allocate to the Investor Certificateholders the
product of (y) the Investor Percentage on the Date of
Processing of such Collections and (z) the aggregate amount
of Collections of Finance Charge Receivables on such Date of
Processing, and of that allocation, deposit in the Finance
Charge Account an amount equal to either (I) (A) prior to
the LIBOR Determination Date occurring in such Monthly
Period, 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) on and after
the LIBOR Determination Date occurring during such Monthly
Period, 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 Section
4.09 of the Pooling and Servicing Agreement or (II) the
amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this clause (a)(i); provided, that if
a deposit pursuant to clause (a)(i)(I) above 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 clause
(a)(i) shall be applied in accordance with Section 4.09 of
the Pooling and Servicing Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 clause (iv)(A)
shall not exceed the Daily Principal Shortfall, and (B) pay
to the Holder of the Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the
Holder of the Seller Certificate pursuant to this clause
(iv)(B) with respect to any Date of Processing shall be paid
to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (iv)(B) be greater than
the Seller Interest on such Date of Processing.
(vvv) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period, the Servicer
shall, prior to the close of business on the day any Collections
are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Seller Certificate and pay
or deposit from the Collection Account the following amounts as
set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09 of the Pooling and Servicing
Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 (b)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the
Holder of the Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above, if
any; provided, however, that the amount to be paid to the
holder of the Seller Certificate pursuant to this clause
(b)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the
Seller Interest on such Date of Processing is greater than
zero (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b) of the Pooling and Servicing Agreement)
and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (b)(iv)(B) be greater
than the Seller Interest on such Date of Processing.
(www) 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 of the Pooling and Servicing
Agreement.
(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 clause (c)(ii)(A) shall not exceed the sum
of the Investor Interest as of the close of business on the
last day of the prior Monthly Period (after taking into
account any payments to be made on the Distribution Date
relating to such prior Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in
which such deposit is made and (B) pay to the Holder of the
Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this clause (c)(ii)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (c)(ii)(B) be greater
than the Seller Interest on such Date of Processing.
Notwithstanding anything in the Pooling and Servicing
Agreement to the contrary, for so long as, and only so long as, the
Seller shall remain the Servicer thereunder, and (A)(i) the Servicer
provides to the Trustee a letter of credit covering risk collection of
the Servicer acceptable to each Rating Agency (as evidenced by letters
from each Rating Agency) and (ii) the Seller shall not have received a
notice from Moody's or Standard & Poor's that such a letter of credit
would result in the lowering of Moody's or Standard & Poor's then-
existing rating of the Investor Certificates, or (B) the Servicer shall
have and maintain a certificate of deposit or short-term deposit rating
of P-1 by Moody's and of A-1 by Standard & Poor's and deposit insurance
provided by BIF or SAIF, the Servicer need not deposit Collections into
the Principal Account, the Finance Charge Account, or any Series
Account, as provided in any Supplement, or make payments to the Holder
of the Seller Certificate, prior to the close of business on the day any
Collections are deposited in the Collection Account as provided in
Article IV of the Pooling and Servicing Agreement, but may make such
deposits, payments and withdrawals on each Transfer Date in an amount
equal to the net amount of such deposits, payments and withdrawals which
would have been made but for the provisions of this paragraph.
With respect to the Series 1996-B Certificates, and
notwithstanding anything in the Pooling and Servicing Agreement to the
contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c) of the Pooling and Servicing Agreement, 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.
Any Unallocated Principal Collections shall be held in the
Principal Account and, prior to the commencement of the Controlled
Accumulation Period or the Rapid Amortization Period shall be paid to
the Holder of the Seller Certificate when, and only to the extent that,
the Seller Interest is greater than zero. For each Transfer Date with
respect to the Controlled Accumulation Period or the Rapid Amortization
Period, any such Unallocated Principal Collections held in the Principal
Account on such Transfer Date shall be included in the Investor
Principal Collections which to the extent available shall be distributed
as Available Investor Principal Collections to be applied pursuant to
Section 4.09 of the Pooling and Servicing Agreement on such Transfer
Date.
The Trustee shall establish and maintain the Principal
Funding Account and the Reserve Account as segregated trust accounts for
the benefit of the Series 1996-B Certificateholders. Principal amounts
on deposit in the Principal Funding Account and the Reserve Account
shall be applied as set forth in the Pooling and Servicing Agreement.
Funds on deposit in the Principal Funding Account and the Reserve
Account shall be invested by or at the direction of the Servicer in
Permitted Investments as provided in the Pooling and Servicing
Agreement. Investment earnings on such funds shall be transferred on
each appropriate Transfer Date to the Finance Charge Account and applied
as Collections in respect of Finance Charge Receivables allocable to the
Class A Certificates in the amount and manner provided in the Pooling
and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date, from the
Finance Charge Account to the extent of funds on deposit therein
(i) Collections of Finance Charge Receivables processed as of the end of
the preceding Monthly Period which have been allocated to the Series
1996-B Certificates, (ii) with respect to the Class A Certificates, from
other amounts constituting Class A Available Funds, and (iii) with
respect to the Class B Certificates, from other amounts constituting
Class B Available Funds, the following amounts: (x) amounts up to the
Class A Monthly Interest; (y) 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 for such Interest Period and (ii) the
Class B Investor Interest as of the close of business on the last day of
the preceding Monthly Period ("Class B Monthly Interest"), provided,
however, that with respect to the first Distribution Date, Class B
Monthly Interest shall be equal to the interest accrued on the Class B
Initial Investor Interest at the applicable Class B Certificate Rate for
the period from the Closing Date through May 14, 1996; and (z) amounts
up to the Collateral Monthly Interest, in the actual amounts and manner
described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required
by the Pooling and Servicing Agreement, in the following order of
priority: (i) an amount equal to the 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, (ii) an amount equal to the Class A Servicing Fee
for such Transfer Date plus the amount of any Class A Servicing Fee due
but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly
Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by
the Pooling and Servicing Agreement in the following order of priority:
(i) 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, and
(ii) the Class B Servicing Fee for such Transfer Date plus the amount of
any Class B Servicing Fee due but not paid on any prior Transfer Date.
The Trustee on each Transfer Date shall apply the Collateral Available
Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement, if MBNA or The Bank of New York is not
the Servicer, to pay the Collateral Interest Servicing Fee for such
Transfer Date plus the amount of any Collateral Interest Servicing Fee
due but not paid on any prior Transfer Date. The balance of the amount
withdrawn from the Finance Charge Account allocable to the Series 1996-B
Certificates, if any, after giving effect to the applications above
shall constitute "Excess Spread."
On or before each Transfer Date, the Servicer shall
determine the amount (the "Class B Required Amount"), if any, equal to
the sum of (a) the amount, if any, by which the sum of (i) Class B
Monthly Interest for such Transfer Date, and (ii) the Class B Deficiency
Amount, if any, for such Transfer Date, and (iii) the Class B Additional
Interest, if any, for such Transfer Date, and (iv) the Class B Servicing
Fee for the prior Monthly Period plus the Class B Servicing Fee, if any,
due but not paid on any Transfer Date prior thereto, exceeds the Class B
Available Funds and (b) the Class B Investor Default Amount, if any, for
the prior Monthly Period. In the event that the sum of the Class A
Required Amount and Class B Required Amount for such Transfer Date is
greater than zero, the Servicer shall give written notice to the Trustee
of such positive sum 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 for such Transfer
Date, to the extent available, shall be distributed from the Finance
Charge Account on such Transfer Date pursuant to subsection 4.11(a) of
the Pooling and Servicing Agreement. 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, Reallocated Principal
Collections shall be, to the extent available, withdrawn on the Transfer
Date from the Principal Account and applied pursuant to Section 4.12 of
the Pooling and Servicing Agreement. In the event that the Class A
Required Amount for such Transfer Date exceeds the amount of such Excess
Spread and the amount of such Reallocated Principal Collections, the
Collateral Interest shall, and the Class B Investor Interest may, be
reduced as provided in the Pooling and Servicing Agreement. 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) of the Pooling and Servicing
Agreement, Collections of Principal Receivables allocable to the
Collateral Interest (after application to the Class A Required Amount)
shall be applied to the Class B Required Amount to the extent available
pursuant to subsection 4.12(b) of the Pooling and Servicing Agreement.
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulation Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to
withdraw, and the Trustee, acting in accordance with such instructions,
shall withdraw on such Transfer Date from the Principal Account an
amount equal to the Available Investor Principal Collections on deposit
in the Principal Account and from such amounts, (A) deposit an amount
equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during
the Rapid Amortization Period, into the Distribution Account, (B) after
the Class A Certificates have been paid in full, deposit an amount equal
to Class B Monthly Principal in the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period after payment in full of the
Class A Investor Interest (after taking into account distributions to be
made on the related Distribution Date) or the Transfer Date immediately
preceding the Class B Scheduled Payment Date, the Servicer shall
instruct the Trustee to withdraw, and on such Transfer Date the Trustee
shall withdraw from the Principal Account and deposit in the
Distribution Account the amount on deposit in the Principal Account.
On the Class B Scheduled Payment Date or on each
Distribution Date after payment in full of the Class A Investor Interest
with respect to a Rapid Amortization Period, the Trustee shall pay from
amounts on deposit in the Distribution Account an amount equal to the
lesser of the Class B Investor Interest and the amount of Available
Investor Principal Collections on deposit in the Distribution Account
with respect to the related Monthly Period.
On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the
Collateral Interest Holder the Collateral Monthly Interest, to the
extent funds are available. Distributions with respect to this Series
1996-B Certificate will be made by the Trustee by, except as otherwise
provided in the Pooling and Servicing Agreement, check mailed to the
address of each Series 1996-B Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-B Certificate, without the presentation or
surrender of this Series 1996-B Certificate or the making of any
notation thereon; provided that with respect to Series 1996-B
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class B Certificate represents an interest in only MBNA
Master Credit Card Trust II. This Class B Certificate does not
represent an obligation of, or an interest in, the Seller or the
Servicer, and neither the Series 1996-B Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-B
Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account, Investor Accounts, Principal
Funding Account and Reserve Account may be made upon the instructions of
the Servicer from time to time for purposes other than distributions to
Series 1996-B Certificateholders.
The transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this Class B Certificate
for registration of transfer at any office or agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent
and Registrar duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney-in-fact duly authorized in writing,
and thereupon one or more new Class B Certificates of authorized
denominations and for the same aggregate Undivided Interests will be
issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations set forth therein, Class B Certificates
are exchangeable for new Class B Certificates evidencing like aggregate
Undivided Interests, as requested by the Class B Certificateholder
surrendering such Class A Certificates. No service charge may be
imposed for any such exchange but the Servicer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them or of any
such agent shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 1996-B Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-B Termination Date. Upon the termination of the Trust pursuant to
Section 12.01 of the Pooling and Servicing Agreement, the Trustee shall
assign and convey to the Holder of the Seller Certificate (without
recourse, representation or warranty) all right, title and interest of
the Trust in the Receivables, whether then existing or thereafter
created, and all proceeds of such Receivables and Insurance Proceeds
relating to such Receivables. The Trustee shall execute and deliver
such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by
the Holder of the Seller Certificate to vest in such Holder all right,
title and interest which the Trustee had in the Receivables.
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 Class B Certificate to be duly executed under its
official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: ____________________
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-B Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-B
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 1996-B Supplement. This notice is delivered
pursuant to Section 4.09.
A) MBNA is the Servicer under the Pooling and Servicing
Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer
Date under the Pooling and Servicing Agreement.
II. 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 1996-B Supplement and Section 4.09 of the
Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1996-B Supplement:-----
- ---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
- ---1.-Class A Monthly Interest at the Class A Certificate Rate on the
Class A Investor Interest-$___________
- ---2.-Class A Deficiency Amount-$___________
- ---3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):-----
- ---1.-Class A Servicing Fee-$___________
- ---2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):-----
- ---1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
- ---1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
F.Pursuant to subsection 4.09(b)(i):-----
- ---1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
- ---2.-Class B Deficiency Amount-$___________
- ---3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):-----
- ---1.-Class B Servicing Fee-$___________
- ---2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):-----
- ---1.-Portion of Excess Spread from Class B Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
I.Pursuant to subsection 4.09(c)(i):-----
- ---1.-Collateral Interest Servicing Fee, if applicable-$___________
- ---2.-Accrued and unpaid Collateral Interest Servicing Fee, if
applicable-$___________
J.Pursuant to subsection 4.09(c)(ii):-----
- ---1.-Portion of Excess Spread from Collateral Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
- ----Total-$
K.Pursuant to subsection 4.09(d)(i):-----
- ---1.-Collateral Monthly Principal, if any, applied in accordance with
the Loan Agreement-$___________
L.Pursuant to subsection 4.09(d)(ii):-----
- ---1.-Amount to be treated as Shared Principal Collections-$___________
M.Pursuant to subsection 4.09(d)(iii):-----
- ---1.-Amount to be paid to the Holder of the Seller Certificate-
$___________
- ---2.-Unallocated Principal Collections-$___________
N.Pursuant to subsection 4.09(e)(i):-----
- ---1.-Class A Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(ii):-----
- ---1.-Class B Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iii)-----
- ---1.-Collateral Monthly Principal to be applied in accordance with the
Loan Agreement-$___________
Q.Pursuant to subsection 4.09(e)(iv):-----
- ---1.-Amount to be treated as Shared Principal Collections-$___________
R.Pursuant to subsection 4.09(e)(v):-----
- ---1.-Amount to be paid to the Holder of the Seller Certificate-
$___________
- ---2.-Unallocated Principal Collections-$___________
- ----Total-$
S.Pursuant to subsection 4.09(f):-----
- ---1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________
II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
to pay in accordance with Section 5.01 from the Distribution Account on
_________ __, ____, which date is a Distribution Date under the Pooling
and Servicing Agreement, amounts so deposited in the Distribution
Account pursuant to Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
- ---1.-Amount to be distributed to Class A Certificateholders-
$___________
- ---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
- ---1.-Amount to be distributed to the Class A Certificateholders-
$___________
C.Pursuant to subsection 4.09(h)(ii):-----
- ---1.-Amount to be distributed to the Class B Certificateholders-
$___________
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Monthly Period
and to make the following distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if any, which will
be used to fund the Class A Required Amount and be applied in accordance
with, and in the priority set forth in, subsection 4.09(a)--$___________
B.
- ---The amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if any, which will
be used to fund the Class B Required Amount and be applied first in
accordance with, and in the priority set forth in, subsection 4.09(b)
and then any amount available to pay the Class B Investor Default Amount
shall be treated as a portion of Investor Principal Collections and
deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) which will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account--$___________
E.---The amount equal to the Collateral Monthly Interest plus the amount
of any past due Collateral Monthly Interest which will be paid to the
Collateral Interest Holder for application in accordance with the Loan
Agreement--$___________
F.---The amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees which will be paid to the Servicer if
the Seller or The Bank of New York is the Servicer,--$___________
G.---The amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
H.---The amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions
which have not been previously reimbursed) which will be treated as a
portion of Investor Principal Collections and deposited into the
Principal Account--$___________
I.---On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any, of
the Required Reserve Account Amount over the Available Reserve Account
Amount which shall be deposited into the Reserve Account--$___________
J.---The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above which shall be deposited
into the Distribution Account and applied in accordance with the
provisions of the Loan Agreement--$___________
- -----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Monthly
Period in the following amounts:-----
A.Reallocated Collateral Principal Receivables-----$___________
B.Reallocated Class B Principal Receivables-----$___________
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
- -(1)-The aggregate amount of the Class A Deficiency Amount-$___________
- -(2)-The aggregate amount of Class B Deficiency Amount-$___________
B. Subsections 4.09(a)(ii) and (b)(ii):---
- -The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees--$___________
C. Section 4.10:---
- -The aggregate amount of all unreimbursed Investor Charge Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1996-B CERTIFICATEHOLDERS' STATEMENT
Series 1996-B
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with respect to
the distribution date of ______ __, ____ and with respect to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on the
Basis of $1,000 Original Certificate Principal Amount)---
- -1.-The amount of the current monthly distribution in respect of Class A
Monthly Principal--$__________
- -2.-The amount of the current monthly distribution in respect of Class B
Monthly Principal--$__________
- -3.-The amount of the current monthly distribution in respect of
Collateral Monthly Principal--$__________
- -4.-The amount of the current monthly distribution in respect of Class A
Monthly Interest --$__________
- -5.-The amount of the current monthly distribution in respect of Class A
Deficiency Amounts--$__________
- -6.-The amount of the current monthly distribution in respect of Class A
Additional Interest--$__________
- -7.-The amount of the current monthly distribution in respect of Class B
Monthly Interest--$__________
- -8.-The amount of the current monthly distribution in respect of Class B
Deficiency Amounts--$__________
- -9.-The amount of the current monthly distribution in respect of Class B
Additional Interest--$__________
- -10.-The amount of the current monthly distribution in respect of
Collateral Monthly Interest--$__________
- -11.-The amount of the current monthly distribution in respect of any
accrued and unpaid Collateral
Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
- -1.-Collection of Principal Receivables--
- --(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
- --(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
- --(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Collateral Interest-$__________
- -2.-Principal Receivables in the Trust--
- --(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
- --(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1996-B as
of the end of the day on
the last day of the related Monthly Period -$__________
- --(c)-The amount of Principal Receivables in the Trust represented by
the Series 1996-B Adjusted Investor Interest as of the end of the day on
the last day of the related Monthly Period-$__________
- --(d)-The amount of Principal Receivables in the Trust represented by
the Class A Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
- --(e)-The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Investor Interest as of the end of day on the last
day of the related Monthly Period -$__________
- --(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
- --(g)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest as of the end of the day on the last day of the
related Monthly Period-$__________
- --(h)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
- --(i)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
- --(j)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
- --(k)-The Collateral Floating Allocation with respect to the related
Monthly Period-____%
- --(l)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
- --(m)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
- --(n)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
- --(o)-The Collateral Fixed Allocation with respect to the related
Monthly Period-____%
- -3.-Delinquent Balances--
- --The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--
- --Aggregate
Account
Balance --Percentage
of Total
Receivables
- ----
- -(a)- 35 - 64 days:-$__________-____%
- -(b)- 65 - 94 days:-$__________-____%
- -(c)- 95 - 124 days:-$__________-____%
- -(d)-125 - 154 days:-$__________-____%
- -(e)-155 - or more days:-$__________-____%
- --Total: -$__________-____%
- -4.-Investor Default Amount--
- --(f)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
- --(g)-The Class A Investor Default Amount for the related Monthly
Period-$__________
- --(h)-The Class B Investor Default Amount for the related Monthly
Period-$__________
- --(i)-The Collateral Default
Amount for the related Monthly Period-$__________
- -5.-Investor Charge Offs--
- --(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
- --(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
- --(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
- --(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
- --(e)-The aggregate amount of Collateral Charge Offs for the related
Monthly Period-$__________
- --(f)-The aggregate amount of Collateral Charge Offs set forth in 5(e)
above per $1,000 of original certificate principal amount-$__________
- --(g)-The aggregate amount of Class A Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
- --(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(i)-The aggregate amount of Class B Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
- --(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(k)-The aggregate amount of Collateral Charge Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date-$__________
- --(l)-The aggregate amount of Collateral Charge Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed on the
Transfer Date immediately preceding Distribution Date-$__________
- -6.-Investor Servicing Fee--
- --(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(c)-The amount of the Collateral Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(d)-the amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
- -7.Reallocations---
- --(a)-The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date-$__________
- --(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
- --(c)-The Collateral Interest as of the close of business on this
Distribution Date-$__________
- --(d)-The Class B Investor Interest as of the close of business on this
Distribution Date-$__________
- ----
- ----
- ----
- ----
- ----
- -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-$__________
- --(c)-The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date-$__________
- --(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-$__________
- -10.-Reserve Draw Amount--$__________
- -11.-Available Funds--
- --(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- --(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- --(c)-The amount of Collateral Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- -12.-Portfolio Yield--
- --(a)-The Portfolio Yield for the related Monthly Period-____%
- --(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
C.Floating Rate Determinations----
- -1.-LIBOR for the Interest Period ending on this Distribution Date--
____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-B
1.--The aggregate amount of the Investor Percentage of Collections of
Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts with
respect to Annual Membership Fees)--$__________
3.--The aggregate amount of the Investor Percentage of amounts with
respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of Interchange--
$__________
5.--The aggregate amount of Servicer Interchange--$__________
6.--The aggregate amount of funds on deposit in Finance Charge Account
allocable to the Series 1996-B Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1996-B Certificates --$__________
8.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1996-B Certificates --$___________
9.--The aggregate amount to be withdrawn from the Finance Charge Account
and paid in accordance with the Loan Agreement pursuant to Section 4.11
- --$__________
10.--The excess, if any, of the Required Collateral Interest over the
Collateral Interest --$__________
11.--The Collateral Interest on the Transfer Date of the current
calendar month, after giving effect to the deposits and withdrawals
specified above, is equal to --$__________
12.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders --$__________
- --(ii) Class B Certificateholders--$__________
- --(iii) Collateral Interest Holder --$__________
13.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
- --(ii) Class B Certificateholders--$___________
- --(iii) Collateral Interest Holder --$___________
14.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
- --(ii) Class B Certificateholders --$___________
- --(iii) Collateral Interest Holder --$___________
15.--To the knowledge of the undersigned, no Series 1996-B Pay Out Event
or Trust Pay Out Event has occurred except as described below: --
- ---None-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
(..continued)
DC1-13745.4
EXECUTION COPY Exhibit 4.2
_________________________________________________________________
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1996-C Certificateholders
________________________________________
SERIES 1996-C SUPPLEMENT
Dated as of March 27, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
Series 1996-C
_________________________________________________________________
TABLE OF CONTENTS
Page
SECTION 1. Designation 1
SECTION 2. Definitions 2
SECTION 3. Servicing Compensation and Assignment of
Interchange 19
SECTION 4. Reassignment and Transfer Terms 20
SECTION 5. Delivery and Payment for the Investor
Certificates 21
SECTION 6. Depository; Form of Delivery of Investor
Certificates 21
SECTION 7. Article IV of Agreement 21
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder 21
SECTION 4.05 Allocations 22
SECTION 4.06 Determination of Monthly Interest 26
SECTION 4.07 Determination of Monthly Principal 27
SECTION 4.08 Coverage of Required Amount 28
SECTION 4.09 Monthly Payments 29
SECTION 4.10 Investor Charge-Offs 33
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 Determination of LIBOR 41
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment 41
SECTION 8. Article V of the Agreement 42
SECTION 5.01 Distributions 42
SECTION 5.02 Monthly Series 1996-C
Certificateholders' Statement 43
SECTION 9. Series 1996-C Pay Out Events 45
SECTION 10. Series 1996-C Termination 46
SECTION 11. Periodic Finance Charges and Other Fees 46
SECTION 12. Limitations on Addition of Accounts 47
SECTION 13. Counterparts 47
SECTION 14. Governing Law 47
SECTION 15. Additional Notices 47
SECTION 16. Additional Representations and Warranties of
the Servicer 47
SECTION 17. No Petition 48
SECTION 18. Amendments 48
SECTION 19. Tax Representation and Covenant 48
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 1996-C Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
SERIES 1996-C SUPPLEMENT, dated as of March 27, 1996 (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.
(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 1996-C Certificates."
The two classes shall be designated the Class A Floating Rate Asset
Backed Certificates, Series 1996-C (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates, Series 1996-C (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 1996-C (the
"Collateral Interest").
(b) Series 1996-C shall be included in Group One (as defined
below). Series 1996-C shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the
benefits of the Agreement and this Series Supplement upon payment by the
Collateral Interest Holder of amounts owing on the Closing Date pursuant
to the Loan Agreement. Notwithstanding the foregoing, except as
expressly provided herein, the provisions of Article VI and Article XII
of the Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates and
the opinion described in Section 6.09(b)(d)(i) and clause (a) and (c) of
the definition of Tax Opinion in Section 1.01 of the Agreement shall not
be applicable to the Collateral Interest.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall mean
Articles, Sections or subsections of the Agreement, except as otherwise
provided herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined herein shall
relate only to the Investor Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of
the definition of Group One Monthly Principal Payment as such term is
defined in each Supplement relating to Group One, the Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the
initial investor interests of all outstanding Series, and the
denominator of which is equal to the sum of (a) the Initial Investor
Interest, (b) the initial investor interests of all outstanding Series
(other than Series 1996-C) 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.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.09(i).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the
Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Monthly Period over the amount deposited
into the Principal Funding Account pursuant to subsection 4.09(e)(i)
with respect to the Class A Certificates 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 Investor Interest and (c)
the Collateral Interest.
"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in
respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which pursuant
to Section 4.12 are required to fund the Class A Required Amount and the
Class B Required Amount, plus (c) the amount of Shared Principal
Collections with respect to Group One that are allocated to Series
1996-C in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (after taking into account any interest and
earnings retained in the Reserve Account pursuant to subsection 4.15(b)
on such date, but before giving effect to any deposit made or to be made
pursuant to subsection 4.11(i) to the Reserve Account on such date) and
(b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Monthly Interest, each for the related
Interest Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly Period and the
denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Additional Interest" shall have the meaning
specified in Section 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 Principal Funding Account Balance on such
date of determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) with respect to any Monthly
Period during the Controlled Accumulation Period prior to the payment in
full of the Class A Investor Interest, the Principal Funding Investment
Proceeds arising pursuant to subsection 4.14(b), 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 pursuant to subsections 4.15(b) and
4.15(d).
"Class A Certificate Rate" shall mean from the Closing Date
through April 14, 1996, and from April 15, 1996, through May 14, 1996
and with respect to each Interest Period thereafter, a per annum rate
equal to 0.14% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified
in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class A Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Class A Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class A Certificates, which is
$435,000,000.
"Class A Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs pursuant
to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed
pursuant to subsection 4.11(b) prior to such date of determination;
provided, however, that the Class A Investor Interest may not be reduced
below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Scheduled Payment Date" shall mean the March 2001
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.06(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to 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.
"Class B Certificate Rate" shall mean from the Closing Date
through April 14, 1996, and from April 15, 1996 through May 14, 1996 and
with respect to each Interest Period thereafter, a per annum rate equal
to 0.28% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified
in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class B Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class B
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
$22,500,000.
"Class B Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a)
on all prior Transfer Dates for which the Collateral Interest has not
been reduced, minus (e) an amount equal to the amount by which the Class
B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(d), for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below
zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified
in subsection 4.08(b).
"Class B Scheduled Payment Date" shall mean the April 2001
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean March 27, 1996.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Collateral Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Allocation of
the Collections of Finance Charge Receivables and amounts with respect
to Annual Membership Fees allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly Period (or to
be deposited in the Finance Charge Account on the related Transfer Date
with respect to the preceding Monthly Period pursuant to the third
paragraph of subsection 4.03(a) and Section 2.08 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Allocation applicable for the related Monthly
Period.
"Collateral Fixed Allocation" shall mean with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Collateral Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal
to the Investor Interest as of the close of business on the last day of
the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and
the denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $42,500,000.
"Collateral Interest" shall mean, on any date of
determination, a fractional undivided interest in the Trust which shall
consist of the right to receive, to the extent necessary to make the
required payments to the Collateral Interest Holder under this Series
Supplement, the portion of Collections allocable thereto under the
Agreement and this Series Supplement, and funds on deposit in the
Collection Account allocable thereto pursuant to the Agreement and this
Series Supplement; provided that, with respect to any date, the
Collateral Interest shall be an amount equal to (a) the Collateral
Initial Interest, minus (b) the aggregate amount of principal payments
made to the Collateral Interest Holder prior to such date, minus (c) the
aggregate amount of Collateral Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(c), minus (d) the amount of Reallocated
Principal Collections allocated pursuant to subsections 4.12(a) and (b)
on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Collateral Interest has been reduced on all prior Transfer
Dates pursuant to subsections 4.10(a) and (b), and plus (f) the
aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(h), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d)
and (e); provided further, however, that the Collateral Interest may not
be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly
interest distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.06(c).
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.07(c).
"Collateral Rate" shall mean, for any Interest Period, the
rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior
to the payment in full of the Class A Investor Interest, $36,250,000;
provided, however, that if the Accumulation Period Length is determined
to be less than 12 months pursuant to subsection 4.09(i), the Controlled
Accumulation Amount for each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class
A Investor Interest will be equal to (i) the product of (x) the Class A
Initial Investor Interest and (y) the Accumulation Period Factor for
such Monthly Period divided by (ii) the Required Accumulation Factor
Number, and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after payment in full of the Class A Investor
Interest, an amount equal to the Class B Investor Interest as of such
Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at
the close of business on February 29, 2000 or such later date as is
determined in accordance with subsection 4.09(i) and ending on the first
to occur of (a) the commencement of the Rapid Amortization Period and
(b) the Series 1996-C Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for
such Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean an amount determined as of each
Transfer Date with respect to any Interest Period the product of (a) (i)
a fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, times (ii) the
Class A Certificate Rate in effect with respect to such Interest Period,
and (b) the Principal Funding Account Balance allocable to the Class A
Certificates 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.
"Deficiency Amount" shall mean, at any time of
determination, the sum of the Class A Deficiency Amount and the Class B
Deficiency Amount.
"Distribution Date" shall mean May 15, 1996 and the
fifteenth day of each calendar month thereafter, or if such fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean,
with respect to each Transfer Date relating to the Controlled
Accumulation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date exceed the Covered Amount
determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if any,
specified pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch Investors Service, L.P. or its
successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the
greater of (a) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the
prior Monthly Period and (b) the sum of the numerators used to calculate
the Investor Percentages (as such term is defined in the Agreement) for
allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs on which, if any Series has been paid in
full, Principal Receivables in an aggregate amount approximately equal
to the initial investor interest of such Series are removed from the
Trust, the denominator determined pursuant to clause (a) hereof shall be
(i) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date, for
the period from and including the related Addition Date or Removal Date
to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or with respect to the first calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables
in the Trust as of the close of business on the day immediately
preceding the Closing Date, 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 1996-C 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 1996-C) which are in an Amortization Period or Accumulation
Period (as such terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as such
terms are defined in the related Supplements for all Series in Group
One), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following
Distribution Date for any Series in Group One in its Principal
Amortization Period or Rapid Amortization Period (as such terms are
defined in the related Supplements for all Series in Group One), (d) the
Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series in Group One), (e) the excess of the
Collateral Interest as of the Transfer Date occurring in such Monthly
Period over the Required Collateral Interest for the related Transfer
Date, assuming no Accumulation Shortfall and (f) such other amounts as
may be specified in the related Supplements for all Series in Group
One.
"Initial Investor Interest" shall mean $500,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date through the day preceding such Distribution Date,
except that the initial Interest Period shall be the period from and
including the Closing Date through the day preceding the initial
Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A Certificate,
(b) with respect to the Class B Certificates, the holder of record of a
Class B Certificate and (c) with respect to the Collateral Interest, the
Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day
such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral
Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and Default Amounts at any
time and Principal Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to Principal Receivables during
the Controlled Accumulation Period or the Rapid Amortization Period, the
Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into
the Principal Account for such Monthly Period pursuant to subsections
4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv), or
4.05(c)(ii), in each case, as applicable to such Monthly Period, (b) the
aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iii), and 4.11(a), (b), (c), (d), (g)
and (h) for such Monthly Period (other than such amount paid from
Reallocated Principal Collections), and (c) the aggregate amount of
Unallocated Principal Collections deposited into the Principal Account
pursuant to subsection 4.05(d).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Trustee for each Interest Period in accordance with
the provisions of Section 4.16.
"LIBOR Determination Date" shall mean March 25, 1996 for the
period from the Closing Date through April 14, 1996, April 11, 1996 for
the period from April 15, 1996 through May 14, 1996, and the second
London Business Day prior to the commencement of the second and each
subsequent Interest Period.
"Loan Agreement" shall mean the agreement among the Seller,
the Servicer, the Trustee, and the Collateral Interest Holder, dated as
of March 27, 1996, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the
London interbank market.
"Monthly Interest" shall mean, with respect to any Transfer
Date, the sum of (a) the Class A Monthly Interest, the Class A
Additional Interest, if any, and the unpaid Class A Deficiency Amount,
if any; (b) the Class B Monthly Interest, the Class B Additional
Interest, if any, and the unpaid Class B Deficiency Amount, if any, and
(c) the Collateral Monthly Interest, each with respect to such Transfer
Date.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and
shall end on and include April 30, 1996.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b)
if the Seller or The Bank of New York is no longer the Servicer, 2.0%
per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a
Series 1996-C Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of (a) the amount of
Collections of Finance Charge Receivables deposited into the Finance
Charge Account and allocable to the Investor Certificates for such
Monthly Period and (b) the amount with respect to Annual Membership Fees
deposited into the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, and (c) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to such Monthly Period, and (d) the amount of the
Reserve Draw Amount (up to the Available Reserve Account Amount) plus
any amounts of interest and earnings described in subsection 4.15, each
deposited into the Finance Charge Account on the Transfer Date relating
to such Monthly Period, such sum to be calculated on a cash basis after
subtracting the Aggregate Investor Default Amount for such Monthly
Period, and the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit
in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for
the period from and including the immediately preceding Transfer Date to
but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date are less than the Covered Amount
determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the Pay Out Commencement Date and ending on the
earlier to occur of (a) the Series 1996-C Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of any
outstanding Series or class of a Series with respect to which it is a
Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to exceed
the product of (a) the Class B Investor Allocation with respect to the
Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided
however, that such amount shall not exceed the Class B Investor Interest
after giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided
however, that such amount shall not exceed the Collateral Interest after
giving effect to any Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated
Collateral Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the
12 months preceding the date of such calculation.
"Required Collateral Interest" shall mean (a) initially,
$42,500,000 and (b) on any Transfer Date thereafter, 8.5% of the sum of
the Class A Adjusted Investor Interest and the Class B Investor Interest
on such Transfer Date, after taking into account deposits into the
Principal Funding Account on such Transfer Date and payments to be made
on the related Distribution Date, and the Collateral Interest on the
prior Transfer Date, after any adjustments to be made on such date, but
not less than $15,000,000; provided, however, that (x) if either (i)
there is a reduction in the Collateral Interest pursuant to clause (c),
(d) or (e) of the definition of such term or (ii) a Pay Out Event with
respect to the Investor Certificates has occurred, the Required
Collateral Interest for any Transfer Date shall equal the Required
Collateral Interest for the Transfer Date immediately preceding such
reduction or Pay Out Event, (y) in no event shall the Required
Collateral Interest exceed the sum of the outstanding principal amounts
of (i) the Class A Certificates and (ii) the Class B Certificates, each
as of the last day of the Monthly Period preceding such Transfer Date
after taking into account the payments to be made on the related
Distribution Date and (z) the Required Collateral Interest may be
reduced at the Seller's option at any time to a lesser amount if the
Seller, the Servicer, the Collateral Interest Holder and the Trustee
have been provided evidence that the Rating Agency Condition shall have
been satisfied.
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1996-C.
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%,
but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the
Controlled Accumulation Period; (c) the first Transfer Date for which
the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than
the Transfer Date with respect to the Monthly Period which commences 6
months prior to the commencement of the Controlled Accumulation Period;
and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 4 months prior to the
commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by
which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Series 1996-C" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1996-C Certificateholders" shall mean the holder of
record of a Series 1996-C Certificate.
"Series 1996-C Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1996-C Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1996-C Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the August 2003 Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the sum of
(A) the Controlled Deposit Amount for such Transfer Date, and (B) the
excess, if any, of the Collateral Interest for such Transfer Date over
the Required Collateral Interest for such Transfer Date and (ii) with
respect to any Transfer Date during the Rapid Amortization Period, the
Adjusted Investor Interest over (b) the Investor Principal Collections
minus the Reallocated Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Transfer Date,
the portion of Collections of Finance Charge Receivables allocated to
the Investor Certificates and deposited in the Finance Charge Account
with respect to the related Monthly Period that is attributable to
Interchange; provided, however, that Servicer Interchange for any
Transfer Date shall not exceed one-twelfth of the product of (i) the
Adjusted Investor Interest as of the last day of the related Monthly
Period and (ii) 0.75%; provided further, however, with respect to the
first Transfer Date, the Servicer Interchange may equal but shall not
exceed $354,166.66.
"Shared Principal Collections" shall mean either (a) the
amount allocated to the Investor Certificates which may be applied to
the Series Principal Shortfall with respect to other outstanding Series
in Group One or (b) the amounts allocated to the investor certificates
of other Series in Group One which the applicable Supplements for such
Series specify are to be treated as "Shared Principal Collections" and
which may be applied to cover the Series Principal Shortfall with
respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page currently
so designated on the Dow Jones Telerate Service (or such other page as
may replace that page on that service for the purpose of displaying
comparable rates or prices).
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(d).
(2) The share of the Servicing Fee allocable to Series 1996-C
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 $944,444.44. On each Transfer Date for which the
Seller or The Bank of New York is the Servicer, a portion of 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 ("Servicer
Interchange"). 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
$354,166.66. 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 $513,541.67. 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 $26,562.50. The share of the Investor Servicing Fee allocable
to the Collateral Interest with respect to any Transfer Date (the
"Collateral Interest Servicing Fee", 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 $50,173.61. Except as specifically provided above, the
Servicing Fee shall be paid by the cash flows from the Trust allocated
to the Seller or the certificateholders of other Series (as provided in
the related Supplements) and in no event shall the Trust, the Trustee or
the Investor Certificateholders be liable therefor. The Class A
Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.09(a)(ii) and 4.11(a). The Class B Servicing Fee shall be
payable solely to the extent amounts are available for distribution in
respect thereof pursuant to subsections 4.09(b)(ii) and 4.11(c). The
Collateral Interest Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsection 4.11(f) or if applicable subsection 4.09(c)(i).
(3) 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 1996-C,
assigns, sets-over, conveys, pledges or grants a security interest in
Interchange allocable to the Trust, all Investor Certificates of any
such Series (except as otherwise specified in any such Supplement) and
the Investor Certificates shall rank pari passu and be equally and
ratably entitled as provided herein to the benefits of such Interchange
without preference or priority on account of the actual time or times of
authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Seller at its option,
in accordance with the terms specified in subsection 12.02(a), on any
Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor
Certificates. The Seller shall execute and deliver the Series 1996-C
Certificates to the Trustee for authentication in accordance with
Section 6.01. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.02.
SECTION 6. Depository; Form of Delivery of Investor
Certificates.
(a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections
6.01 and 6.10.
(b) The Depository for Series 1996-C shall be The Depository
Trust Company, and the Class A Certificates and Class B Certificates
shall be initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.01, 4.02
and 4.03 shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be
read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall represent
undivided interests in the Trust, consisting of the right to receive, to
the extent necessary to make the required payments with respect to such
Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account,
the Principal Funding Account, the Reserve Account and the Distribution
Account. The Collateral Interest shall be subordinate to the Class A
Certificates and the Class B Certificates. The Class B Certificates
shall be subordinate to the Class A Certificates. The Seller
Certificate shall not represent any interest in the Collection Account,
the Finance Charge Account, the Principal Account, the Principal Funding
Account, the Reserve Account or the Distribution Account, except as
specifically provided in this Article IV.
SECTION 4.05 Allocations.
(c) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of the Seller
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the product
of (y) the Investor Percentage on the Date of Processing of such
Collections and (z) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing, and of that
allocation, deposit in the Finance Charge Account an amount equal
to either (I) (A) prior to the LIBOR Determination Date occurring
in such Monthly Period, 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) on and after the
LIBOR Determination Date occurring during such Monthly Period, the
difference between (1) the Monthly Interest with respect to the
immediately following Transfer Date (plus, if the Seller is not
the Servicer, the Certificateholder Servicing Fee for such
Transfer Date plus the amount of any Certificateholder Servicing
Fee due but not paid to the Servicer on any prior Transfer Date)
and (2) the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to
this subsection 4.05(a)(i) or (II) the amount of Collections of
Finance Charge Receivables allocated to the Investor
Certificateholders on such Date of Processing pursuant to this
subsection 4.05(a)(i); provided, that if a deposit pursuant to
subsection 4.05(a)(i)(I) is made on any Date of Processing, on the
related Transfer Date, the Servicer shall withdraw from the
Collection Account and deposit into the Finance Charge Account an
amount equal to the amount of Collections of Finance Charge
Receivables that have been allocated to the Investor
Certificateholders during the related Monthly Period but not
previously deposited in the Finance Charge Account. Funds
deposited into the Finance Charge Account pursuant to this
subsection 4.05(a)(i) shall be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Certificate an
amount equal to the excess, if any, identified in the proviso to
clause (A) above; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with subsection 4.05(d);
provided further, that in no event shall the amount payable to the
Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) be greater than the Seller Interest on such Date of
Processing.
(d) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to
the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Seller Certificate and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Certificate an
amount equal to the excess identified in the proviso to clause (A)
above, if any; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with subsection 4.05(d);
provided further, that in no event shall the amount payable to the
Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) be greater than the Seller Interest on such Date of
Processing.
(e) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection
4.05(c)(ii)(A) shall not exceed the sum of the Investor Interest
as of the close of business on the last day of the prior Monthly
Period (after taking into account any payments to be made on the
Distribution Date relating to such prior Monthly Period and
deposits and any adjustments to be made to the Investor Interest
to be made on the Transfer Date relating to such Monthly Period)
and any Reallocated Principal Collections relating to the Monthly
Period in which such deposit is made and (B) pay to the Holder of
the Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.05(c)(ii)(B) with respect to any
Date of Processing shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further,
that in no event shall the amount payable to the Holder of the
Seller Certificate pursuant to this subsection 4.05(c)(ii)(B) be
greater than the Seller Interest on such Date of Processing.
(f) Unallocated Principal Collections. Any Collections in
respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Certificate because of
the limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B)
and 4.05(c)(ii)(B) and any amounts allocable to the Investor
Certificates deposited in the Principal Account pursuant to subsections
2.04(d)(iii) and 4.03(c) ("Unallocated Principal Collections") shall be
held in the Principal Account and, prior to the commencement of the
Controlled Accumulation Period or the Rapid Amortization Period shall be
paid to the Holder of the Seller Certificate when, and only to the
extent that, the Seller Interest is greater than zero. For each
Transfer Date with respect to the Controlled Accumulation Period or the
Rapid Amortization Period, any such Unallocated Principal Collections
held in the Principal Account on such Transfer Date shall be included in
the Investor Principal Collections which to the extent available shall
be distributed as Available Investor Principal Collections to be applied
pursuant to Section 4.09 on such Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series Supplement to
the contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c), with respect to any Monthly Period (i) the Servicer
will only be required to deposit Collections from the Collection Account
into the Finance Charge Account or the Principal Account up to the
required amount to be deposited into any such deposit account or,
without duplication, distributed on or prior to the related Distribution
Date to the Investor Certificateholders and (ii) if at any time prior to
such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the
excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(g) The amount of monthly interest distributable to the
Class A Certificates shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class A Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of the
Class A Certificates determined as of the Record Date preceding the
related Transfer Date (the "Class A Monthly Interest"); provided,
however, that in addition to Class A Monthly Interest an amount equal to
the amount of any unpaid Class A Deficiency Amounts, as defined below,
plus an amount equal to the product of (A) (1) a fraction, the numerator
of which is the actual number of days in the related Interest Period and
the denominator of which is 360, times (2) the sum of the Class A
Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class A Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A
Additional Interest") shall also be distributable to the Class A
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(a) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment
of such amount.
(h) The amount of monthly interest distributable to the
Class B Certificates shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class B Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of the
Class B Certificates determined as of the Record Date preceding the
related Transfer Date (the "Class B Monthly Interest"); provided,
however, that in addition to the Class B Monthly Interest an amount
equal to the amount of any unpaid Class B Deficiency Amounts, as defined
below, plus an amount equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (2) the sum of the
Class B Certificate Rate in effect with respect to the related Interest
Period, plus 2% per annum, and (B) any Class B Deficiency Amount from
the prior Transfer Date, as defined below (or the portion thereof which
has not theretofore been paid to Class B Certificateholders) (the "Class
B Additional Interest") shall also be distributable to the Class B
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(b) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment
of such amount.
(i) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the product of
(i)(A) a fraction, the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360,
times (B) the Collateral Rate in effect with respect to the related
Interest Period, times (ii) the Collateral Interest determined as of the
Record Date preceding such Transfer Date (the "Collateral Monthly
Interest"); provided, however, that for the purposes of determining
Collateral Monthly Interest only, the Collateral Rate shall not exceed a
per annum rate of 1% in excess of LIBOR as determined on the related
LIBOR Determination Date.
SECTION 4.07 Determination of Monthly Principal.
(j) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each
Transfer Date ("Class A Monthly Principal"), beginning with the Transfer
Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid Amortization Period,
begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Class A Scheduled Payment
Date, the Controlled Deposit Amount for such Transfer Date and (iii) the
Class A Adjusted Investor Interest on such Transfer Date prior to any
deposit into the Principal Funding Account to be made on such day.
(k) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each
Transfer Date (the "Class B Monthly Principal"), for the Controlled
Accumulation Period, beginning with the Transfer Date following the
Monthly Period in which the Class A Investor Interest has been paid in
full, and during the Rapid Amortization Period, beginning with the
Transfer Date immediately preceding the Distribution Date on which the
Class A Investor Interest has been paid in full, shall be an amount
equal to the lesser 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) and (ii) the
Class B Investor Interest (after taking into account any adjustments to
be made on such Transfer Date pursuant to Sections 4.10 and 4.12) on
such Transfer Date.
(l) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the
Revolving Period following any reduction of the Required Collateral
Interest pursuant to clause (z) of the proviso in the definition thereof
an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date, and (2) the
Available Investor Principal Collections on such Transfer Date or (B)
during the Controlled Accumulation Period or Rapid Amortization Period
an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date, and (2) the excess,
if any, of (i) the Available Investor Principal Collections on such
Transfer Date over (ii) the sum of the Class A Monthly Principal and the
Class B Monthly Principal for such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(m) On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
the sum of (i) the Class A Monthly Interest for such Transfer Date, plus
(ii) the Class A Deficiency Amount, if any, for such Transfer Date, plus
(iii) the Class A Additional Interest, if any, for such Transfer Date,
plus (iv) the Class A Servicing Fee for the prior Monthly Period plus
(v) the Class A Servicing Fee, if any, due but not paid on any prior
Transfer Date, plus (vi) the Class A Investor Default Amount, if any,
for the prior Monthly Period, exceeds the Class A Available Funds for
the related Monthly Period.
(n) 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.
(o) 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 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:
(p) An amount equal to the Class A Available Funds deposited
into the Finance Charge Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount
for such Transfer Date, plus the amount of any Class A Additional
Interest for such Transfer Date, shall be deposited by the
Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but
not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period shall be treated
as a portion of Investor Principal Collections and deposited into
the Principal Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(q) 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.
(r) 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.
(s) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the Collateral Monthly Principal for
such Transfer Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.09(d)(i) above and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related
Series Supplement for each Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series in
Group One other than this Series 1996-C; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date
over (B) the applications specified in subsections 4.09(d)(i) and
(ii) above shall be paid to the Holder of the Seller Certificate;
provided, however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this subsection 4.09(d)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Certificate only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further,
that in no event shall the amount payable to the Holder of the
Seller Certificate pursuant to this subsection 4.09(d)(iii) be
greater than the Seller Interest on such Transfer Date.
(t) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class A Monthly Principal for
such Transfer Date, shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding Account,
and (B) during the Rapid Amortization Period, deposited into the
Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly
Principal, shall be deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1996-C Termination Date, in which
case on the Series 1996-C Termination Date) after giving effect to
the distribution referred to in clauses (i) and (ii) above, an
amount equal to Collateral Monthly Principal shall be distributed
to the Collateral Interest Holder in accordance with the Loan
Agreement;
(iv) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.09(e)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the Available Investor
Principal Collections available for sharing as specified in the
related Series Supplement for each Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) the Available
Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and applied
to Series in Group One other than this Series 1996-C; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsections 4.09(e)(i) through (iv) above shall be
paid to the Holder of the Seller Certificate; provided, however,
that the amount to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) with respect to such
Transfer Date shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date
and the application of payments referred to in subsection 4.03(b))
and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance
with subsection 4.05(d); provided further, that in no event shall
the amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) be greater than the Seller
Interest on such Transfer Date.
(u) 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 Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution
Account the amount on deposit in the Principal Funding Account.
(v) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.01(a) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(a)(i) on the preceding
Transfer Date and (b) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution Account
pursuant to subsection 4.09(b)(i) on the preceding Transfer Date.
(w) On the earlier to occur of (i) the first Distribution
Date with respect to the Rapid Amortization Period and (ii) the Class A
Scheduled Payment Date and on each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer, shall
pay in accordance with Section 5.01 from the Distribution Account the
amount so deposited into the Distribution Account pursuant to
subsections 4.09(e) and (f) on the related Transfer Date in the
following priority:
(i) an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class A Investor Interest
shall be paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date,
after giving effect to the distributions referred to in clause (i)
above, an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class B Investor Interest shall
be paid to the Class B Certificateholders.
(x) The Controlled Accumulation Period is scheduled to
commence at the close of business on February 29, 2000; 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 Class A Scheduled Payment Date at least equal to the Accumulation
Period Length and, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will at least equal the Accumulation
Period Length. On the Determination Date immediately preceding the
February 2000 Distribution Date, and each Determination Date thereafter
until the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the number
of whole months such that the sum of the Accumulation Period Factors for
each month during such period will be equal to or greater than the
Required Accumulation Factor Number; provided, however, that the
Accumulation Period Length will not be determined to be less than one
month.
SECTION 4.10 Investor Charge-Offs.
(y) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date,
the Class A Investor Default Amount for the prior Monthly Period exceeds
the sum of the amount allocated with respect thereto pursuant to
subsection 4.09(a)(iii), subsection 4.11(a) and Section 4.12 with
respect to such Monthly Period, the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) will be reduced by the
amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect
to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be
a negative number, the Collateral Interest will be reduced to zero, and
the Class B Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs and any Reallocated Class B Principal
Collections on such Transfer Date) will be reduced by the amount by
which the Collateral Interest would have been reduced below zero. In
the event that such reduction would cause the Class B Investor Interest
to be a negative number, the Class B Investor Interest will be reduced
to zero, and the Class A Investor Interest will be reduced by the amount
by which the Class B Investor Interest would have been reduced below
zero, but not by more than the Class A Investor Default Amount for such
Transfer Date (a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A Investor
Charge-Offs, it will be reimbursed on any Transfer Date (but not by an
amount in excess of the aggregate Class A Investor Charge-Offs) by the
amount of Excess Spread allocated and available for such purpose
pursuant to subsection 4.11(b).
(z) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer Date,
the Class B Investor Default Amount for the prior Monthly Period exceeds
the amount of Excess Spread and Reallocated Collateral Principal
Collections which are allocated and available to fund such amount
pursuant to subsection 4.11(c) and Section 4.12, the Collateral Interest
(after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such Transfer Date and any
adjustments with respect thereto as described in subsection 4.10(a)
above) will be reduced by the amount of such excess but not by more than
the lesser of the Class B Investor Default Amount and the Collateral
Interest (after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such Transfer Date and
any adjustments with respect thereto as described in subsection 4.10(a)
above) for such Transfer Date. In the event that such reduction would
cause the Collateral Interest to be a negative number, the Collateral
Interest shall be reduced to zero and the Class B Investor Interest
shall be reduced by the amount by which the Collateral Interest would
have been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-Off").
The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral
Interest pursuant to Section 4.12 and the amount of any portion of the
Class B Investor Interest allocated to the Class A Certificates to avoid
a reduction in the Class A Investor Interest pursuant to subsection
4.10(a) above. The Class B Investor Interest will thereafter be
reimbursed (but not to an amount in excess of the unpaid principal
balance of the Class B Certificates) on any Transfer Date by the amount
of Excess Spread allocated and available for that purpose as described
under subsection 4.11(d).
(aa) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount. If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread which is allocated and available to fund such
amount pursuant to subsection 4.11(g), the Collateral Interest will be
reduced by the amount of such excess but not by more than the lesser of
the Collateral Default Amount and the Collateral Interest for such
Transfer Date (a "Collateral Charge-Off"). The Collateral Interest will
also be reduced by the amount of Reallocated Principal Collections
pursuant to Section 4.12 and the amount of any portion of the Collateral
Interest allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor Interest,
pursuant to subsection 4.10(a), or the Class B Investor Interest,
pursuant to subsection 4.10(b), respectively. The Collateral Interest
will thereafter be reimbursed on any Transfer Date by the amount of the
Excess Spread allocated and available for that purpose as described
under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply, Excess
Spread with respect to the related Monthly Period, to make the following
distributions on each Transfer Date in the following priority:
(bb) 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);
(cc) 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;
(dd) 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;
(ee) 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;
(ff) an amount equal to the Collateral Monthly Interest plus
the amount of any past due Collateral Monthly Interest for such Transfer
Date will be paid to the Collateral Interest Holder in accordance with
the Loan Agreement;
(gg) 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;
(hh) 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;
(ii) an amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required Collateral
Interest for reasons other than the payment of principal to the
Collateral Interest Holder (but not in excess of the aggregate amount of
such reductions which have not been previously reimbursed) will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(jj) 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
(kk) the balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (i) above shall be
distributed in accordance with the Loan Agreement.
SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on
each Transfer Date in the following priority:
(ll) an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread with respect to the related Monthly Period,
shall be applied pursuant to subsections 4.09(a)(i), (ii) and (iii); and
(mm) 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).
(nn) On each Transfer Date, the Collateral Interest shall be
reduced by the amount of Reallocated Collateral Principal Collections
and by the amount of Reallocated Class B Principal Collections for such
Transfer Date. In the event that such reduction would cause the
Collateral Interest (after giving effect to any Collateral Charge-Offs
for such Transfer Date) to be a negative number, the Collateral Interest
(after giving effect to any Collateral Charge-Offs for such Transfer
Date) shall be reduced to zero and the Class B Investor Interest shall
be reduced by the amount by which the Collateral Interest would have
been reduced below zero. In the event that the reallocation of
Reallocated Principal Collections would cause the Class B Investor
Interest (after giving effect to any Class B Investor Charge-Offs for
such Transfer Date) to be a negative number on any Transfer Date,
Reallocated Principal Collections shall be reallocated on such Transfer
Date in an aggregate amount not to exceed the amount which would cause
the Class B Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Transfer Date) to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
(oo) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal
Collections allocable to Series 1996-C on any Transfer Date shall be
applied as an Available Investor Principal Collection pursuant to
Section 4.09 and pursuant to such Section 4.09 shall be deposited in the
Distribution Account or distributed in accordance with the Loan
Agreement.
(pp) Shared Principal Collections allocable to Series 1996-C
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 1996-C 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 1996-C 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 1996-C 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.
(qq) 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.
(rr) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the
institution holding the Principal Funding Account ceases to be a
Qualified Institution, the Seller shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Principal Funding
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Series Supplement, and
(ii) on each Transfer Date (from and after the commencement of the
Controlled Accumulation Period) prior to termination of the Principal
Funding Account make a deposit into the Principal Funding Account in the
amount specified in, and otherwise in accordance with, subsection
4.09(e).
(ss) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on
deposit in the Principal Funding Account, but not in excess of the
Covered Amount, for application as Class A Available Funds applied
pursuant to subsection 4.09(a)(i).
Any Excess Principal Funding Investment Proceeds shall be
paid to the Seller on each Transfer Date. An amount equal to any
Principal Funding Investment Shortfall will be deposited in the Finance
Charge Account on each Transfer Date from the Reserve Account to the
extent funds are available pursuant to subsection 4.15(d). Principal
Funding Investment Proceeds (including reinvested interest) shall not be
considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Series Supplement.
SECTION 4.15 Reserve Account.
(tt) 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).
(uu) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account on
such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall maintain for the
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in the
Reserve Account (to the extent that the Available Reserve Account Amount
is less than the Required Reserve Account Amount) and the balance, if
any, shall be deposited into the Finance Charge Account and included in
Class A Available Funds for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Reserve
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(vv) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class
A Investor Interest and on or before the first Transfer Date with
respect to the Rapid Amortization Period, the Servicer shall calculate
the "Reserve Draw Amount" which shall be equal to the Principal Funding
Investment Shortfall with respect to each Transfer Date with respect to
the Controlled Accumulation Period or the first Transfer Date with
respect to the Rapid Amortization Period; provided, however, that such
amount will be reduced to the extent that funds otherwise would be
available for deposit in the Reserve Account under Section 4.11(i) with
respect to such Transfer Date.
(ww) 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), deposited into the Finance Charge
Account and included in Class A Available Funds for such Transfer Date.
(xx) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Reserve Account, and pay in
accordance with the Loan Agreement, an amount equal to such Reserve
Account Surplus.
(yy) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) if the
Controlled Accumulation Period has not commenced, the first Transfer
Date relating to the Rapid Amortization Period and (iii) if the
Controlled Accumulation Period has commenced, the earlier of the first
Transfer Date with respect to the Rapid Amortization Period and the
Transfer Date immediately preceding the Class A 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 1996-C
Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance
with the Loan Agreement, all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 4.16 Determination of LIBOR.
(zz) On each LIBOR Determination Date, the Trustee will
determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market
for a period equal to the relevant Interest Period (commencing on the
first day of such Interest Period). The Trustee will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested,
the rate for that LIBOR Determination Date will be the arithmetic mean
of the rates quoted by major banks in New York City, selected by the
Servicer, at approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Period (commencing on the first
day of such Interest Period).
(aaa) The Class A Certificate Rate and Class B Certificate
Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by any Investor Certificateholder by
telephoning the Trustee at its Corporate Trust Office at (212) 815-5368.
(bbb) On each LIBOR Determination Date prior to 12:00 noon
New York City time, the Trustee shall send to the Servicer by facsimile,
notification of LIBOR for the following Interest Period.
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Seller fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02 and 12.01)
required to be made or given by the Servicer or Seller, respectively, at
the time specified in the Agreement (including applicable grace
periods), the Trustee shall make such payment or deposit from the
applicable Investor Account without instruction from the Servicer or
Seller. The Trustee shall be required to make any such payment, deposit
or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof;
provided, however, that the Trustee shall in all cases be deemed to have
sufficient information to determine the amount of interest payable to
the Series 1996-C Certificateholders on each Distribution Date. The
Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make such
payment, deposit or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee in the manner in which such
payment or deposit should have been made by the Seller or the Servicer,
as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(ccc) 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.
(ddd) On each Distribution Date, the Trustee shall
distribute (in accordance with the certificate delivered on or before
the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.04(b)) to each Class B Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.04(e) or Section 12.03 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as
are payable to the Class B Certificateholders pursuant to Section 4.09
by check mailed to each Class B Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register),
except that with respect to Class B Certificates registered in the name
of the nominee of a Clearing Agency, such distribution shall be made in
immediately available funds.
SECTION 5.02 Monthly Series 1996-C Certificateholders'
Statement.
(eee) On or before each Distribution Date, the Trustee shall
forward to each Series 1996-C 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 and Collateral Monthly Interest, and
any accrued and unpaid Collateral Monthly Interest, respectively;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(vi) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class A
Investor Interest, the Class A Adjusted Investor Interest, the
Class B Investor Interest, the Collateral Interest, the Floating
Investor Percentage, the Class A Floating Allocation, the Class B
Floating Allocation, the Collateral Floating Allocation and the
Fixed Investor Percentage, Class A Fixed Allocation, the Class B
Fixed Allocation and the Collateral Fixed Allocation with respect
to the Principal Receivables in the Trust as of the end of the day
on the Record Date;
(vii) the aggregate outstanding balance of Accounts which were
35 to 64, 65 to 94, 95 to 124, 125 to 154 and 155 or more days
delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and
the Collateral Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs reimbursed
on the Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Servicing Fee, the Class B
Servicing Fee, the Collateral 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 B Investor Interest and the Collateral Interest
as of the close of business on such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on the Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xx) the amount of Class A Available Funds and Class B
Available Funds on deposit in the Finance Charge Account on the
related Transfer Date; and
(xxi) such other items as are set forth in Exhibit C to this
Series Supplement.
(fff) Annual Certificateholders' Tax Statement. On or
before January 31 of each calendar year, beginning with calendar year
1997, the Trustee shall distribute to each Person who at any time during
the preceding calendar year was a Series 1996-C Certificateholder, a
statement prepared by the Servicer containing the information required
to be contained in the regular monthly report to Series 1996-C
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 1996-C 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 1996-C 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 1996-C Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(ggg) 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 1996-C 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 1996-C, and
continues to affect materially and adversely the interests of the Series
1996-C Certificateholders (which determination shall be made without
reference to whether any funds are available under the Collateral
Interest) for such period;
(hhh) 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 1996-C, and (ii) as a result
of which the interests of the Series 1996-C 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 1996-C 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;
(iii) the average Portfolio Yield for any three consecutive
Monthly Periods is less than the average Base Rate for such period;
(jjj) the Seller shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required
by subsection 2.06(a);
(kkk) any Servicer Default shall occur which would have a
material adverse effect on the Series 1996-C Certificateholders; or
(lll) the Class A Investor Interest shall not be paid in
full on the Class A Scheduled Payment Date or the Class B Investor
Interest shall not be paid in full on the Class B 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, either the Trustee or Holders of Series 1996-C
Certificates and the Collateral Interest Holder evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this
Series 1996-C 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 1996-C 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 1996-C 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 1996-C Termination. The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1996-C
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 1996-C 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.
(mmm) 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.
(nnn) 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:
(ooo) 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.
(ppp) 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.
(qqq) 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 1996-C 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. Amendments. This Series Supplement may be
amended by the Seller without the consent of the Servicer, Trustee or
any Investor Certificateholder if the Seller provides the Trustee with
(i) an Opinion of Counsel to the effect that such amendment or
modification would reduce the risk the Trust would be treated as taxable
as a publicly traded partnership pursuant to Code section 7704 and (ii)
a certificate that such amendment or modification would not materially
and adversely affect any Investor Certificateholder; provided, that no
such amendment shall be deemed effective without the Trustee's consent,
if the Trustee's rights, duties and obligations hereunder are thereby
modified. Promptly after the effectiveness of any amendment pursuant to
this Section 18, the Seller shall deliver a copy of such amendment to
each of the Servicer, the Trustee and each Rating Agency.
SECTION 19. Tax Representation and Covenant. Any holder of
an interest in the Trust acquired pursuant to Section 12.01(b) in
respect of the Series 1996-C Certificates shall be required to represent
and covenant in connection with such acquisition that (x) it has neither
acquired, nor will it sell, trade or transfer any interest in the Trust
or cause any interest in the Trust to be marketed on or through either
(i) an "established securities market" within the meaning of Code
section 7704(b)(1), including without limitation an interdealer
quotation system that regularly disseminates firm buy or sell quotations
by identified brokers or dealers by electronic means or otherwise or
(ii) a "secondary market (or the substantial equivalent thereof)" within
the meaning of Code section 7704(b)(2), including a market wherein
interests in the Trust are regularly quoted by any person making a
market in such interests and a market wherein any person regularly makes
available bid or offer quotes with respect to interests in the Trust and
stands ready to effect buy or sell transactions at the quoted prices for
itself or on behalf of others, (y) unless the Seller consents otherwise,
such holder (i) is properly classified as, and will remain classified
as, a "corporation" as described in Code section 7701(a)(3) and (ii) is
not, and will not become, an S corporation as described in Code section
1361, and (z) it will (i) cause any participant with respect to such
interest otherwise permitted hereunder to make similar representations
and covenants for the benefit of the Seller and the Trust and (ii)
forward a copy of such representations and covenants to the Trustee.
Each such holder shall further agree in connection with its acquisition
of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant)
is and shall remain classified as a corporation other than an S
corporation, the Seller shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that
such holder shall take all actions necessary to permit such replacement
investor to succeed to its rights and obligations as a holder (or to the
rights of its participant).
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series 1996-C 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:___Jerry M. Hamstead______
Name: Jerry M. Hamstead
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:____Joseph G. Ernst______
Name: Joseph
G. Ernst
Title: Assistant Vice President
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-C
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest (as defined below) and the other assets and interests
constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1996-C Supplement dated as of March 27, 1996
(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 1996-C 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 1996-C Certificates with the intention that the
Series 1996-C Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1996-C Certificateholder (or
Series 1996-C Certificate Owner) by acceptance of its Series 1996-C
Certificate (or in the case of a Series 1996-C Certificate Owner, by
virtue of such Series 1996-C Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1996-C 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 1996-C
Certificateholder agrees that it will cause any Series 1996-C
Certificate Owner acquiring an interest in a Series 1996-C Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-C 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.
The Receivables consist of Principal Receivables, which
arise from the purchase of goods and services, and of Finance Charge
Receivables, which arise generally from periodic Finance Charges and
other fees and charges, as more fully specified in the Pooling and
Servicing Agreement. The Trust corpus consists of the Receivables now
existing and hereafter created and arising in connection with the
Accounts, all monies due or to become due with respect thereto
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), all proceeds (as defined in Section 9-306
of the UCC as in effect in the State of Delaware) of the Receivables,
Insurance Proceeds relating to the Receivables, the right to certain
amounts received as Interchange with respect to the Accounts, and such
funds as from time to time are deposited in the Collection Account, the
Investor Accounts, the Principal Funding Account, certain investment
earnings on the Principal Funding Account, the Reserve Account and
certain investment earnings on the Reserve Account and the proceeds (as
defined in Section 9-306 of the UCC as in effect in the State of
Delaware) thereof. This Class A Certificate is one of a duly authorized
Series of Investor Certificates entitled "MBNA Master Credit Card Trust
II Class A Floating Rate Asset Backed Certificates, Series 1996-C" (the
"Class A Certificates"), each of which represents an Undivided Interest
in the Trust, including the right to receive the Collections and other
amounts allocated to the Class A Certificates at the times and in the
amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and
the Reserve Account or paid to the Class A Certificateholders. Also
issued under the Pooling and Servicing Agreement are the "MBNA Master
Credit Card Trust II Class B Floating Rate Asset-Backed Certificates,
Series 1996-C" (the "Class B Certificates"), which represent an
Undivided Interest in the Trust subordinate to the Class A Certificates,
and the "MBNA Master Credit Card Trust II Collateral Interest, Series
1996-C" (the "Collateral Interest" and collectively with the Class A
Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinate to the Class A
Certificates and Class B Certificates. The subordination of the Class B
Certificates and the subordination of the Collateral Interest to the
Class A Certificates shall constitute the Enhancement for the Class A
Certificates. The aggregate interest represented by the Class A
Certificates and the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Investor Interest and the Class B Investor Interest, respectively, at
such time. The Class A Initial Investor Interest is $435,000,000 as of
March 27, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $22,500,000 as of the Closing Date. The Collateral Initial
Interest is $42,500,000 as of the Closing Date. The Class A Investor
Interest on any date of determination will be an amount equal to (a) the
Class A Initial Investor Interest minus (b) the aggregate amount of
payments of principal made to the Class A Certificateholders prior to
such date of determination, and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to subsection
4.10(a) of the Pooling and Servicing Agreement over Class A Investor
Charge-Offs reimbursed prior to such date of determination pursuant to
subsection 4.11(b) of the Pooling and Servicing Agreement; provided,
however, that the Class A Investor Interest may not be reduced below
zero. For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly
Period during the Controlled Accumulation Period, the Class A Investor
Interest will be further reduced (such reduced amount, the "Class A
Adjusted Investor Interest") by the aggregate principal amount of funds
on deposit in the Principal Funding Account. The Class A Investor
Interest together with the aggregate interest represented by the Class B
Certificates in the Principal Receivables in the Trust (the "Class B
Investor Interest") and the aggregate interest represented by the
Collateral Interest in the Principal Receivables in the Trust are
sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Seller Certificate
representing an undivided interest in the Trust will be issued to the
Seller pursuant to the Pooling and Servicing Agreement. The Seller
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Seller Certificate may be exchanged by the Seller pursuant
to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates from the
Closing Date through April 14, 1996, and from April 15, 1996 through May
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.14% per annum above LIBOR, as more specifically set forth in
the Pooling and Servicing Agreement (the "Class A Certificate Rate"),
and will be distributed on May 15, 1996 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 (the "Record Date"). During the
Rapid Amortization Period, in addition to Class A Monthly Interest,
Class A Monthly Principal will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month
commencing in the month following the commencement of the Rapid
Amortization Period until the Class A Certificates have been paid in
full. During the Controlled Accumulation Period, in addition to monthly
payments of Class A Monthly Interest, the amount on deposit in the
Principal Funding Account will be distributed as principal to the
Class A Certificateholders on the March 2001 Distribution Date (the
"Class A Scheduled Payment Date"), unless distributed earlier as a
result of the occurrence of a Pay Out Event in accordance with the
Pooling and Servicing Agreement.
The Servicer shall deposit all Collections in the Collection
Account as promptly as possible after the Date of Processing of such
Collections, but in no event later than the second Business Day
following such Date of Processing (except as provided below and except
as provided in any Supplement to the Pooling and Servicing Agreement).
Throughout the existence of the Trust, unless otherwise provided in any
Supplement, the Servicer shall allocate to the Holder of the Seller
Certificate an amount equal to the product of (A) the Seller Percentage
and (B) the aggregate amount of such Collections allocated to Principal
Receivables and Finance Charge Receivables, respectively, in respect of
each Monthly Period. Notwithstanding the first sentence of this
paragraph, the Servicer need not deposit this amount or any other
amounts so allocated to the Seller Certificate pursuant to any
Supplement into the Collection Account and shall pay, or be deemed to
pay, such amounts as collected to the Holder of the Seller Certificate.
The Servicer shall pay or deposit the following amounts as set forth
below:
(rrr) Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or
the Holder of the Seller Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Allocate to the Investor Certificateholders the
product of (y) the Investor Percentage on the Date of
Processing of such Collections and (z) the aggregate amount
of Collections of Finance Charge Receivables on such Date of
Processing, and of that allocation, deposit in the Finance
Charge Account an amount equal to either (I) (A) prior to
the LIBOR Determination Date occurring in such Monthly
Period, 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) on and after
the LIBOR Determination Date occurring during such Monthly
Period, 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 Section
4.09 of the Pooling and Servicing Agreement or (II) the
amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this clause (a)(i); provided, that if
a deposit pursuant to clause (a)(i)(I) above 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 clause
(a)(i) shall be applied in accordance with Section 4.09 of
the Pooling and Servicing Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 clause (iv)(A)
shall not exceed the Daily Principal Shortfall, and (B) pay
to the Holder of the Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the
Holder of the Seller Certificate pursuant to this clause
(iv)(B) with respect to any Date of Processing shall be paid
to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (iv)(B) be greater than
the Seller Interest on such Date of Processing.
(sss) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period, the Servicer
shall, prior to the close of business on the day any Collections
are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Seller Certificate and pay
or deposit from the Collection Account the following amounts as
set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09 of the Pooling and Servicing
Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 (b)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay
to the Holder of the Seller Certificate an amount
equal to the excess identified in the proviso to
clause (A) above, if any; provided, however, that the
amount to be paid to the holder of the Seller
Certificate pursuant to this clause (b)(iv)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than
zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such
Date of Processing and the application of payments
referred to in subsection 4.03(b) of the Pooling and
Servicing Agreement) and otherwise shall be considered
as Unallocated Principal Collections and deposited
into the Principal Account in accordance with
subsection 4.05(d) of the Pooling and Servicing
Agreement; provided further, that in no event shall
the amount payable to the Holder of the Seller
Certificate pursuant to this clause (b)(iv)(B) be
greater than the Seller Interest on such Date of
Processing.
(ttt) 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 of the Pooling and Servicing
Agreement.
(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 clause (c)(ii)(A) shall not exceed the sum
of the Investor Interest as of the close of business on the
last day of the prior Monthly Period (after taking into
account any payments to be made on the Distribution Date
relating to such prior Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in
which such deposit is made and (B) pay to the Holder of the
Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this clause (c)(ii)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (c)(ii)(B) be greater
than the Seller Interest on such Date of Processing.
Notwithstanding anything in the Pooling and Servicing
Agreement to the contrary, for so long as, and only so long as, the
Seller shall remain the Servicer thereunder, and (A)(i) the Servicer
provides to the Trustee a letter of credit covering risk collection of
the Servicer acceptable to each Rating Agency (as evidenced by letters
from each Rating Agency) and (ii) the Seller shall not have received a
notice from Moody's or Standard & Poor's that such a letter of credit
would result in the lowering of Moody's or Standard & Poor's then-
existing rating of the Investor Certificates, or (B) the Servicer shall
have and maintain a certificate of deposit or short-term deposit rating
of P-1 by Moody's and of A-1 by Standard & Poor's and deposit insurance
provided by BIF or SAIF, the Servicer need not deposit Collections into
the Principal Account, the Finance Charge Account, or any Series
Account, as provided in any Supplement, or make payments to the Holder
of the Seller Certificate, prior to the close of business on the day any
Collections are deposited in the Collection Account as provided in
Article IV of the Pooling and Servicing Agreement, but may make such
deposits, payments and withdrawals on each Transfer Date in an amount
equal to the net amount of such deposits, payments and withdrawals which
would have been made but for the provisions of this paragraph.
With respect to the Series 1996-C Certificates, and
notwithstanding anything in the Pooling and Servicing Agreement to the
contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c) of the Pooling and Servicing Agreement, 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.
Any Unallocated Principal Collections shall be held in the
Principal Account and, prior to the commencement of the Controlled
Accumulation Period or the Rapid Amortization Period shall be paid to
the Holder of the Seller Certificate when, and only to the extent that,
the Seller Interest is greater than zero. For each Transfer Date with
respect to the Controlled Accumulation Period or the Rapid Amortization
Period, any such Unallocated Principal Collections held in the Principal
Account on such Transfer Date shall be included in the Investor
Principal Collections which to the extent available shall be distributed
as Available Investor Principal Collections to be applied pursuant to
Section 4.09 of the Pooling and Servicing Agreement on such Transfer
Date.
The Trustee shall establish and maintain the Principal
Funding Account and the Reserve Account as segregated trust accounts for
the benefit of the Series 1996-C Certificateholders. Principal amounts
on deposit in the Principal Funding Account and the Reserve Account
shall be applied as set forth in the Pooling and Servicing Agreement.
Funds on deposit in the Principal Funding Account and the Reserve
Account shall be invested by or at the direction of the Servicer in
Permitted Investments as provided in the Pooling and Servicing
Agreement. Investment earnings on such funds shall be transferred on
each appropriate Transfer Date to the Finance Charge Account and applied
as Collections in respect of Finance Charge Receivables allocable to the
Class A Certificates in the amount and manner provided in the Pooling
and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date, from the
Finance Charge Account to the extent of funds on deposit therein
(i) Collections of Finance Charge Receivables processed as of the end of
the preceding Monthly Period which have been allocated to the Series
1996-C Certificates, (ii) with respect to the Class A Certificates, from
other amounts constituting Class A Available Funds, and (iii) with
respect to the Class B Certificates, from other amounts constituting
Class B Available Funds, the following amounts: (x) an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of
which is 360, times (B) the Class A Certificate Rate for such Interest
Period and (ii) the Class A Investor Interest as of the close of
business on the last day of the preceding Monthly Period ("Class A
Monthly Interest"), provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to the
interest accrued on the Class A Initial Investor Interest at the
applicable Class A Certificate Rate for the period from the Closing Date
through May 14, 1996; and (y) amounts up to the Class B Monthly Interest
followed by the Collateral Monthly Interest, in the actual amounts and
manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required
by the Pooling and Servicing Agreement, in the following order of
priority: (i) an amount equal to the 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, (ii) an amount equal to the Class A Servicing Fee
for such Transfer Date plus the amount of any Class A Servicing Fee due
but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly
Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by
the Pooling and Servicing Agreement in the following order of priority:
(i) 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, and
(ii) the Class B Servicing Fee for such Transfer Date plus the amount of
any Class B Servicing Fee due but not paid on any prior Transfer Date.
The Trustee on each Transfer Date shall apply the Collateral Available
Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement, if MBNA or The Bank of New York is not
the Servicer, to pay the Collateral Interest Servicing Fee for such
Transfer Date plus the amount of any Collateral Interest Servicing Fee
due but not paid on any prior Transfer Date. The balance of the amount
withdrawn from the Finance Charge Account allocable to the Series 1996-C
Certificates, if any, after giving effect to the applications above
shall constitute "Excess Spread."
On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
(a) the sum of (i) Class A Monthly Interest for such Transfer Date, and
(ii) the Class A Deficiency Amount for such Transfer Date, and (iii) the
Class A Additional Interest, if any, for such Transfer Date, and
(iv) the Class A Servicing Fee for the prior Monthly Period plus the
Class A Servicing Fee, if any, due but not paid on any Transfer Date
prior thereto, and (v) the Class A Investor Default Amount, if any, for
the prior Monthly Period exceeds (b) the Class A Available Funds. In
the event that the sum of the Class A Required Amount and Class B
Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive sum
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 for such Transfer Date, to the extent
available, shall be distributed from the Finance Charge Account on such
Transfer Date pursuant to subsection 4.11(a) of the Pooling and
Servicing Agreement. 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, Reallocated Principal Collections, to the extent
available, shall be withdrawn on the Transfer Date from the Principal
Account and applied pursuant to Section 4.12 of the Pooling and
Servicing Agreement. In the event that the Class A Required Amount for
such Transfer Date exceeds the amount of such Excess Spread and the
amount of such Reallocated Principal Collections, the Collateral
Interest shall, and the Class B Investor Interest may, be reduced as
provided in the Pooling and Servicing Agreement.
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulation Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to
withdraw, and the Trustee, acting in accordance with such instructions,
shall withdraw on such Transfer Date from the Principal Account an
amount equal to the Available Investor Principal Collections on deposit
in the Principal Account and from such amounts, (A) deposit an amount
equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during
the Rapid Amortization Period, into the Distribution Account, (B) after
the Class A Certificates have been paid in full, deposit an amount equal
to Class B Monthly Principal into the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Servicer
shall instruct the Trustee to withdraw, and the Trustee shall withdraw
from the Principal Funding Account and deposit in the Distribution
Account the amount on deposit in the Principal Funding Account.
On the Class A Scheduled Payment Date or on each
Distribution Date with respect to a Rapid Amortization Period, the
Trustee shall pay from amounts on deposit in the Distribution Account an
amount equal to the lesser of the Class A Investor Interest and the
amount of Available Investor Principal Collections on deposit in the
Distribution Account with respect to the related Monthly Period, and
after the Class A Certificates have been paid in full (after taking into
account distributions to be made on the related Distribution Date),
Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Interest as specified in the Pooling and
Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the
Collateral Interest Holder the Collateral Monthly Interest, to the
extent funds are available. Distributions with respect to this Series
1996-C Certificate will be made by the Trustee by, except as otherwise
provided in the Pooling and Servicing Agreement, check mailed to the
address of each Series 1996-C Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-C Certificate, without the presentation or
surrender of this Series 1996-C Certificate or the making of any
notation thereon; provided that with respect to Series 1996-C
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class A Certificate represents an interest in only MBNA
Master Credit Card Trust II. This Class A Certificate does not
represent an obligation of, or an interest in, the Seller or the
Servicer, and neither the Series 1996-C Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-C
Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account, Investor Accounts, Principal
Funding Account and Reserve Account may be made upon the instructions of
the Servicer from time to time for purposes other than distributions to
Series 1996-C Certificateholders.
The transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this Class A Certificate
for registration of transfer at any office or agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent
and Registrar duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney-in-fact duly authorized in writing,
and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate Undivided Interests will be
issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations set forth therein, Class A Certificates
are exchangeable for new Class A Certificates evidencing like aggregate
Undivided Interests, as requested by the Class A Certificateholder
surrendering such Class A Certificates. No service charge may be
imposed for any such exchange but the Servicer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them or of any
such agent shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 1996-C Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-C Termination Date. Upon the termination of the Trust pursuant to
Section 12.01 of the Pooling and Servicing Agreement, the Trustee shall
assign and convey to the Holder of the Seller Certificate (without
recourse, representation or warranty) all right, title and interest of
the Trust in the Receivables, whether then existing or thereafter
created, and all proceeds of such Receivables and Insurance Proceeds
relating to such Receivables. The Trustee shall execute and deliver
such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by
the Holder of the Seller Certificate to vest in such Holder all right,
title and interest which the Trustee had in the Receivables.
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 Class A Certificate to be duly executed under its
official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: ____________________
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-C Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
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 1996-C
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest (as defined below) and the other assets and interests
constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1996-C Supplement dated as of March 27, 1996
(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 1996-C 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 1996-C Certificates with the intention that the
Series 1996-C Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1996-C Certificateholder (or
Series 1996-C Certificate Owner) by acceptance of its Series 1996-C
Certificate (or in the case of a Series 1996-C Certificate Owner, by
virtue of such Series 1996-C Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1996-C 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 1996-C
Certificateholder agrees that it will cause any Series 1996-C
Certificate Owner acquiring an interest in a Series 1996-C Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-C 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.
The Receivables consist of Principal Receivables, which
arise from the purchase of goods and services, and of Finance Charge
Receivables, which arise generally from periodic Finance Charges and
other fees and charges, as more fully specified in the Pooling and
Servicing Agreement. The Trust corpus consists of the Receivables now
existing and hereafter created and arising in connection with the
Accounts, all monies due or to become due with respect thereto
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), all proceeds (as defined in Section 9-306
of the UCC as in effect in the State of Delaware) of the Receivables,
Insurance Proceeds relating to the Receivables, the right to certain
amounts received as Interchange with respect to the Accounts, and such
funds as from time to time are deposited in the Collection Account, the
Investor Accounts, the Principal Funding Account, certain investment
earnings on the Principal Funding Account, the Reserve Account and
certain investment earnings on the Reserve Account and the proceeds (as
defined in Section 9-306 of the UCC as in effect in the State of
Delaware) thereof. This Class B Certificate is one of a duly authorized
Series of Investor Certificates entitled "MBNA Master Credit Card Trust
II Class B Floating Rate Asset Backed Certificates, Series 1996-C" (the
"Class B Certificates"), each of which represents an Undivided Interest
in the Trust, including the right to receive the Collections and other
amounts allocated to the Class B Certificates at the times and in the
amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts or paid to the Class B
Certificateholders. Also issued under the Pooling and Servicing
Agreement are the "MBNA Master Credit Card Trust II Class A Floating
Rate Asset-Backed Certificates, Series 1996-C" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust
senior to the Class B Certificates, and the "MBNA Master Credit Card
Trust II Collateral Interest, Series 1996-C" (the "Collateral Interest"
and collectively with the Class A Certificates and the Class B
Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinate to the Class A Certificates and
Class B Certificates. The subordination of the Collateral Interest to
the Class B Certificates shall constitute the Enhancement for the Class
B Certificates. The aggregate interest represented by the Class A
Certificates and the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Investor Interest and the Class B Investor Interest, respectively, at
such time. The Class A Initial Investor Interest is $435,000,000 as of
March 27, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $22,500,000 as of the Closing Date. The Collateral Initial
Interest is $42,500,000 as of the Closing Date. The Class B Investor
Interest on any date of determination will be an amount equal to (a) the
Class B Initial Investor Interest minus (b) the aggregate amount of
payments of principal made to the Class B Certificateholders prior to
such date of determination, minus (c) the aggregate amount of Class B
Investor Charge-Offs pursuant to subsection 4.10(b) of the Pooling and
Servicing Agreement minus (d) the amount of the Reallocated Class B
Principal Collections allocated pursuant to subsection 4.12(a) of the
Pooling and Servicing Agreement on all prior Transfer Dates for which
the Collateral Interest has not been reduced, minus (e) an amount equal
to the amount by which the Class B Investor Interest has been reduced on
all prior Transfer Dates pursuant to subsection 4.10(a) of the Pooling
and Servicing Agreement and plus (f) the aggregate amount of Excess
Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(d) of the Pooling and Servicing Agreement 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. The Class B Investor Interest
together with the aggregate interest represented by the Class A
Certificates in the Principal Receivables in the Trust (the "Class A
Investor Interest") and the aggregate interest represented by the
Collateral Interest in the Principal Receivables in the Trust are
sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Seller Certificate
representing an undivided interest in the Trust will be issued to the
Seller pursuant to the Pooling and Servicing Agreement. The Seller
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Seller Certificate may be exchanged by the Seller pursuant
to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Seller Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through April 14, 1996, and from April 15, 1996 through May
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.28% per annum above LIBOR, as more specifically set forth in
the Pooling and Servicing Agreement (the "Class B Certificate Rate"),
and will be distributed on May 15, 1996 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 (the "Record Date"). During the
Rapid Amortization Period, in addition to Class B Monthly Interest,
Class B Monthly Principal will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar month
commencing in the month following the commencement of the Rapid
Amortization Period until the Class B Certificates have been paid in
full or, during the Controlled Accumulation Period following the payment
in full of the Class A Investor Interest, on the April 2001 Distribution
Date (the "Class B Scheduled Payment Date"), unless distributed earlier
as a result of the occurrence of a Pay Out Event.
The Servicer shall deposit all Collections in the Collection
Account as promptly as possible after the Date of Processing of such
Collections, but in no event later than the second Business Day
following such Date of Processing (except as provided below and except
as provided in any Supplement to the Pooling and Servicing Agreement).
Throughout the existence of the Trust, unless otherwise provided in any
Supplement, the Servicer shall allocate to the Holder of the Seller
Certificate an amount equal to the product of (A) the Seller Percentage
and (B) the aggregate amount of such Collections allocated to Principal
Receivables and Finance Charge Receivables, respectively, in respect of
each Monthly Period. Notwithstanding the first sentence of this
paragraph, the Servicer need not deposit this amount or any other
amounts so allocated to the Seller Certificate pursuant to any
Supplement into the Collection Account and shall pay, or be deemed to
pay, such amounts as collected to the Holder of the Seller Certificate.
The Servicer shall pay or deposit the following amounts as set forth
below:
(uuu) Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or
the Holder of the Seller Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Allocate to the Investor Certificateholders the
product of (y) the Investor Percentage on the Date of
Processing of such Collections and (z) the aggregate amount
of Collections of Finance Charge Receivables on such Date of
Processing, and of that allocation, deposit in the Finance
Charge Account an amount equal to either (I) (A) prior to
the LIBOR Determination Date occurring in such Monthly
Period, 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) on and after
the LIBOR Determination Date occurring during such Monthly
Period, 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 Section
4.09 of the Pooling and Servicing Agreement or (II) the
amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this clause (a)(i); provided, that if
a deposit pursuant to clause (a)(i)(I) above 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 clause
(a)(i) shall be applied in accordance with Section 4.09 of
the Pooling and Servicing Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 clause (iv)(A)
shall not exceed the Daily Principal Shortfall, and (B) pay
to the Holder of the Seller Certificate an amount equal to
the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the
Holder of the Seller Certificate pursuant to this clause
(iv)(B) with respect to any Date of Processing shall be paid
to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (iv)(B) be greater than
the Seller Interest on such Date of Processing.
(vvv) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period, the Servicer
shall, prior to the close of business on the day any Collections
are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Seller Certificate and pay
or deposit from the Collection Account the following amounts as
set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09 of the Pooling and Servicing
Agreement.
(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 in accordance with Section 4.12 of the Pooling and
Servicing Agreement.
(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 in accordance with Section 4.12
of the Pooling and Servicing Agreement.
(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 (b)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the
Holder of the Seller Certificate an amount equal to the
excess identified in the proviso to clause (A) above, if
any; provided, however, that the amount to be paid to the
holder of the Seller Certificate pursuant to this clause
(b)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the
Seller Interest on such Date of Processing is greater than
zero (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b) of the Pooling and Servicing Agreement)
and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (b)(iv)(B) be greater
than the Seller Interest on such Date of Processing.
(www) 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 of the Pooling and Servicing
Agreement.
(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 clause (c)(ii)(A) shall not exceed the sum
of the Investor Interest as of the close of business on the
last day of the prior Monthly Period (after taking into
account any payments to be made on the Distribution Date
relating to such prior Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in
which such deposit is made and (B) pay to the Holder of the
Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this clause (c)(ii)(B) with
respect to any Date of Processing shall be paid to the
Holder of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b) of the Pooling and Servicing Agreement) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d) of the Pooling and
Servicing Agreement; provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this clause (c)(ii)(B) be greater
than the Seller Interest on such Date of Processing.
Notwithstanding anything in the Pooling and Servicing
Agreement to the contrary, for so long as, and only so long as, the
Seller shall remain the Servicer thereunder, and (A)(i) the Servicer
provides to the Trustee a letter of credit covering risk collection of
the Servicer acceptable to each Rating Agency (as evidenced by letters
from each Rating Agency) and (ii) the Seller shall not have received a
notice from Moody's or Standard & Poor's that such a letter of credit
would result in the lowering of Moody's or Standard & Poor's then-
existing rating of the Investor Certificates, or (B) the Servicer shall
have and maintain a certificate of deposit or short-term deposit rating
of P-1 by Moody's and of A-1 by Standard & Poor's and deposit insurance
provided by BIF or SAIF, the Servicer need not deposit Collections into
the Principal Account, the Finance Charge Account, or any Series
Account, as provided in any Supplement, or make payments to the Holder
of the Seller Certificate, prior to the close of business on the day any
Collections are deposited in the Collection Account as provided in
Article IV of the Pooling and Servicing Agreement, but may make such
deposits, payments and withdrawals on each Transfer Date in an amount
equal to the net amount of such deposits, payments and withdrawals which
would have been made but for the provisions of this paragraph.
With respect to the Series 1996-C Certificates, and
notwithstanding anything in the Pooling and Servicing Agreement to the
contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c) of the Pooling and Servicing Agreement, 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.
Any Unallocated Principal Collections shall be held in the
Principal Account and, prior to the commencement of the Controlled
Accumulation Period or the Rapid Amortization Period shall be paid to
the Holder of the Seller Certificate when, and only to the extent that,
the Seller Interest is greater than zero. For each Transfer Date with
respect to the Controlled Accumulation Period or the Rapid Amortization
Period, any such Unallocated Principal Collections held in the Principal
Account on such Transfer Date shall be included in the Investor
Principal Collections which to the extent available shall be distributed
as Available Investor Principal Collections to be applied pursuant to
Section 4.09 of the Pooling and Servicing Agreement on such Transfer
Date.
The Trustee shall establish and maintain the Principal
Funding Account and the Reserve Account as segregated trust accounts for
the benefit of the Series 1996-C Certificateholders. Principal amounts
on deposit in the Principal Funding Account and the Reserve Account
shall be applied as set forth in the Pooling and Servicing Agreement.
Funds on deposit in the Principal Funding Account and the Reserve
Account shall be invested by or at the direction of the Servicer in
Permitted Investments as provided in the Pooling and Servicing
Agreement. Investment earnings on such funds shall be transferred on
each appropriate Transfer Date to the Finance Charge Account and applied
as Collections in respect of Finance Charge Receivables allocable to the
Class A Certificates in the amount and manner provided in the Pooling
and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date, from the
Finance Charge Account to the extent of funds on deposit therein
(i) Collections of Finance Charge Receivables processed as of the end of
the preceding Monthly Period which have been allocated to the Series
1996-C Certificates, (ii) with respect to the Class A Certificates, from
other amounts constituting Class A Available Funds, and (iii) with
respect to the Class B Certificates, from other amounts constituting
Class B Available Funds, the following amounts: (x) amounts up to the
Class A Monthly Interest; (y) 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 for such Interest Period and (ii) the
Class B Investor Interest as of the close of business on the last day of
the preceding Monthly Period ("Class B Monthly Interest"), provided,
however, that with respect to the first Distribution Date, Class B
Monthly Interest shall be equal to the interest accrued on the Class B
Initial Investor Interest at the applicable Class B Certificate Rate for
the period from the Closing Date through May 14, 1996; and (z) amounts
up to the Collateral Monthly Interest, in the actual amounts and manner
described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required
by the Pooling and Servicing Agreement, in the following order of
priority: (i) an amount equal to the 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, (ii) an amount equal to the Class A Servicing Fee
for such Transfer Date plus the amount of any Class A Servicing Fee due
but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly
Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by
the Pooling and Servicing Agreement in the following order of priority:
(i) 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, and
(ii) the Class B Servicing Fee for such Transfer Date plus the amount of
any Class B Servicing Fee due but not paid on any prior Transfer Date.
The Trustee on each Transfer Date shall apply the Collateral Available
Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement, if MBNA or The Bank of New York is not
the Servicer, to pay the Collateral Interest Servicing Fee for such
Transfer Date plus the amount of any Collateral Interest Servicing Fee
due but not paid on any prior Transfer Date. The balance of the amount
withdrawn from the Finance Charge Account allocable to the Series 1996-C
Certificates, if any, after giving effect to the applications above
shall constitute "Excess Spread."
On or before each Transfer Date, the Servicer shall
determine the amount (the "Class B Required Amount"), if any, equal to
the sum of (a) the amount, if any, by which the sum of (i) Class B
Monthly Interest for such Transfer Date, and (ii) the Class B Deficiency
Amount, if any, for such Transfer Date, and (iii) the Class B Additional
Interest, if any, for such Transfer Date, and (iv) the Class B Servicing
Fee for the prior Monthly Period plus the Class B Servicing Fee, if any,
due but not paid on any Transfer Date prior thereto, exceeds the Class B
Available Funds and (b) the Class B Investor Default Amount, if any, for
the prior Monthly Period. In the event that the sum of the Class A
Required Amount and Class B Required Amount for such Transfer Date is
greater than zero, the Servicer shall give written notice to the Trustee
of such positive sum 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 for such Transfer
Date, to the extent available, shall be distributed from the Finance
Charge Account on such Transfer Date pursuant to subsection 4.11(a) of
the Pooling and Servicing Agreement. 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, Reallocated Principal
Collections shall be, to the extent available, withdrawn on the Transfer
Date from the Principal Account and applied pursuant to Section 4.12 of
the Pooling and Servicing Agreement. In the event that the Class A
Required Amount for such Transfer Date exceeds the amount of such Excess
Spread and the amount of such Reallocated Principal Collections, the
Collateral Interest shall, and the Class B Investor Interest may, be
reduced as provided in the Pooling and Servicing Agreement. 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) of the Pooling and Servicing
Agreement, Collections of Principal Receivables allocable to the
Collateral Interest (after application to the Class A Required Amount)
shall be applied to the Class B Required Amount to the extent available
pursuant to subsection 4.12(b) of the Pooling and Servicing Agreement.
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulation Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to
withdraw, and the Trustee, acting in accordance with such instructions,
shall withdraw on such Transfer Date from the Principal Account an
amount equal to the Available Investor Principal Collections on deposit
in the Principal Account and from such amounts, (A) deposit an amount
equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during
the Rapid Amortization Period, into the Distribution Account, (B) after
the Class A Certificates have been paid in full, deposit an amount equal
to Class B Monthly Principal in the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period after payment in full of the
Class A Investor Interest (after taking into account distributions to be
made on the related Distribution Date) or the Transfer Date immediately
preceding the Class B Scheduled Payment Date, the Servicer shall
instruct the Trustee to withdraw, and on such Transfer Date the Trustee
shall withdraw from the Principal Account and deposit in the
Distribution Account the amount on deposit in the Principal Account.
On the Class B Scheduled Payment Date or on each
Distribution Date after payment in full of the Class A Investor Interest
with respect to a Rapid Amortization Period, the Trustee shall pay from
amounts on deposit in the Distribution Account an amount equal to the
lesser of the Class B Investor Interest and the amount of Available
Investor Principal Collections on deposit in the Distribution Account
with respect to the related Monthly Period.
On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the
Collateral Interest Holder the Collateral Monthly Interest, to the
extent funds are available. Distributions with respect to this Series
1996-C Certificate will be made by the Trustee by, except as otherwise
provided in the Pooling and Servicing Agreement, check mailed to the
address of each Series 1996-C Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-C Certificate, without the presentation or
surrender of this Series 1996-C Certificate or the making of any
notation thereon; provided that with respect to Series 1996-C
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class B Certificate represents an interest in only MBNA
Master Credit Card Trust II. This Class B Certificate does not
represent an obligation of, or an interest in, the Seller or the
Servicer, and neither the Series 1996-C Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-C
Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account, Investor Accounts, Principal
Funding Account and Reserve Account may be made upon the instructions of
the Servicer from time to time for purposes other than distributions to
Series 1996-C Certificateholders.
The transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this Class B Certificate
for registration of transfer at any office or agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent
and Registrar duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney-in-fact duly authorized in writing,
and thereupon one or more new Class B Certificates of authorized
denominations and for the same aggregate Undivided Interests will be
issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations set forth therein, Class B Certificates
are exchangeable for new Class B Certificates evidencing like aggregate
Undivided Interests, as requested by the Class B Certificateholder
surrendering such Class A Certificates. No service charge may be
imposed for any such exchange but the Servicer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them or of any
such agent shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 1996-C Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-C Termination Date. Upon the termination of the Trust pursuant to
Section 12.01 of the Pooling and Servicing Agreement, the Trustee shall
assign and convey to the Holder of the Seller Certificate (without
recourse, representation or warranty) all right, title and interest of
the Trust in the Receivables, whether then existing or thereafter
created, and all proceeds of such Receivables and Insurance Proceeds
relating to such Receivables. The Trustee shall execute and deliver
such instruments of transfer and assignment, in each case without
recourse, as shall be prepared by the Servicer reasonably requested by
the Holder of the Seller Certificate to vest in such Holder all right,
title and interest which the Trustee had in the Receivables.
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 Class B Certificate to be duly executed under its
official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: ____________________
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-C Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-C
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 1996-C 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.
II. 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 1996-C Supplement and Section 4.09 of the
Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1996-C Supplement:-----
- ---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
- ---1.-Class A Monthly Interest at the Class A Certificate Rate on the
Class A Investor Interest-$___________
- ---2.-Class A Deficiency Amount-$___________
- ---3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):-----
- ---1.-Class A Servicing Fee-$___________
- ---2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):-----
- ---1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
- ---1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
F.Pursuant to subsection 4.09(b)(i):-----
- ---1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
- ---2.-Class B Deficiency Amount-$___________
- ---3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):-----
- ---1.-Class B Servicing Fee-$___________
- ---2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):-----
- ---1.-Portion of Excess Spread from Class B Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
I.Pursuant to subsection 4.09(c)(i):-----
- ---1.-Collateral Interest Servicing Fee, if applicable-$___________
- ---2.-Accrued and unpaid Collateral Interest Servicing Fee, if
applicable-$___________
J.Pursuant to subsection 4.09(c)(ii):-----
- ---1.-Portion of Excess Spread from Collateral Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
- ----Total-$
K.Pursuant to subsection 4.09(d)(i):-----
- ---1.-Collateral Monthly Principal, if any, applied in accordance with
the Loan Agreement-$___________
L.Pursuant to subsection 4.09(d)(ii):-----
- ---1.-Amount to be treated as Shared Principal Collections-$___________
M.Pursuant to subsection 4.09(d)(iii):-----
- ---1.-Amount to be paid to the Holder of the Seller Certificate-
$___________
- ---2.-Unallocated Principal Collections-$___________
N.Pursuant to subsection 4.09(e)(i):-----
- ---1.-Class A Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(ii):-----
- ---1.-Class B Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iii)-----
- ---1.-Collateral Monthly Principal to be applied in accordance with the
Loan Agreement-$___________
Q.Pursuant to subsection 4.09(e)(iv):-----
- ---1.-Amount to be treated as Shared Principal Collections-$___________
R.Pursuant to subsection 4.09(e)(v):-----
- ---1.-Amount to be paid to the Holder of the Seller Certificate-
$___________
- ---2.-Unallocated Principal Collections-$___________
- ----Total-$
S.Pursuant to subsection 4.09(f):-----
- ---1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________
II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
to pay in accordance with Section 5.01 from the Distribution Account on
_________ __, ____, which date is a Distribution Date under the Pooling
and Servicing Agreement, amounts so deposited in the Distribution
Account pursuant to Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
- ---1.-Amount to be distributed to Class A Certificateholders-
$___________
- ---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
- ---1.-Amount to be distributed to the Class A Certificateholders-
$___________
C.Pursuant to subsection 4.09(h)(ii):-----
- ---1.-Amount to be distributed to the Class B Certificateholders-
$___________
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Monthly Period
and to make the following distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if any, which will
be used to fund the Class A Required Amount and be applied in accordance
with, and in the priority set forth in, subsection 4.09(a)--$___________
B.
- ---The amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if any, which will
be used to fund the Class B Required Amount and be applied first in
accordance with, and in the priority set forth in, subsection 4.09(b)
and then any amount available to pay the Class B Investor Default Amount
shall be treated as a portion of Investor Principal Collections and
deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) which will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account--$___________
E.---The amount equal to the Collateral Monthly Interest plus the amount
of any past due Collateral Monthly Interest which will be paid to the
Collateral Interest Holder for application in accordance with the Loan
Agreement--$___________
F.---The amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees which will be paid to the Servicer if
the Seller or The Bank of New York is the Servicer,--$___________
G.---The amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
H.---The amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions
which have not been previously reimbursed) which will be treated as a
portion of Investor Principal Collections and deposited into the
Principal Account--$___________
I.---On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any, of
the Required Reserve Account Amount over the Available Reserve Account
Amount which shall be deposited into the Reserve Account--$___________
J.---The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above which shall be deposited
into the Distribution Account and applied in accordance with the
provisions of the Loan Agreement--$___________
- -----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Monthly
Period in the following amounts:-----
A.Reallocated Collateral Principal Receivables-----$___________
B.Reallocated Class B Principal Receivables-----$___________
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
- -(1)-The aggregate amount of the Class A Deficiency Amount-$___________
- -(2)-The aggregate amount of Class B Deficiency Amount-$___________
B. Subsections 4.09(a)(ii) and (b)(ii):---
- -The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees--$___________
C. Section 4.10:---
- -The aggregate amount of all unreimbursed Investor Charge Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1996-C CERTIFICATEHOLDERS' STATEMENT
Series 1996-C
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with respect to
the distribution date of ______ __, ____ and with respect to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on the
Basis of $1,000 Original Certificate Principal Amount)---
- -1.-The amount of the current monthly distribution in respect of Class A
Monthly Principal--$__________
- -2.-The amount of the current monthly distribution in respect of Class B
Monthly Principal--$__________
- -3.-The amount of the current monthly distribution in respect of
Collateral Monthly Principal--$__________
- -4.-The amount of the current monthly distribution in respect of Class A
Monthly Interest --$__________
- -5.-The amount of the current monthly distribution in respect of Class A
Deficiency Amounts--$__________
- -6.-The amount of the current monthly distribution in respect of Class A
Additional Interest--$__________
- -7.-The amount of the current monthly distribution in respect of Class B
Monthly Interest--$__________
- -8.-The amount of the current monthly distribution in respect of Class B
Deficiency Amounts--$__________
- -9.-The amount of the current monthly distribution in respect of Class B
Additional Interest--$__________
- -10.-The amount of the current monthly distribution in respect of
Collateral Monthly Interest--$__________
- -11.-The amount of the current monthly distribution in respect of any
accrued and unpaid Collateral
Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
- -1.-Collection of Principal Receivables--
- --(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
- --(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
- --(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Collateral Interest-$__________
- -2.-Principal Receivables in the Trust--
- --(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
- --(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1996-C as
of the end of the day on
the last day of the related Monthly Period -$__________
- --(c)-The amount of Principal Receivables in the Trust represented by
the Series 1996-C Adjusted Investor Interest as of the end of the day on
the last day of the related Monthly Period-$__________
- --(d)-The amount of Principal Receivables in the Trust represented by
the Class A Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
- --(e)-The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Investor Interest as of the end of day on the last
day of the related Monthly Period -$__________
- --(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
- --(g)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest as of the end of the day on the last day of the
related Monthly Period-$__________
- --(h)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
- --(i)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
- --(j)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
- --(k)-The Collateral Floating Allocation with respect to the related
Monthly Period-____%
- --(l)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
- --(m)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
- --(n)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
- --(o)-The Collateral Fixed Allocation with respect to the related
Monthly Period-____%
- -3.-Delinquent Balances--
- --The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--
- --Aggregate
Account
Balance --Percentage
of Total
Receivables
- ----
- -(a)- 35 - 64 days:-$__________-____%
- -(b)- 65 - 94 days:-$__________-____%
- -(c)- 95 - 124 days:-$__________-____%
- -(d)-125 - 154 days:-$__________-____%
- -(e)-155 - or more days:-$__________-____%
- --Total: -$__________-____%
- -4.-Investor Default Amount--
- --(f)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
- --(g)-The Class A Investor Default Amount for the related Monthly
Period-$__________
- --(h)-The Class B Investor Default Amount for the related Monthly
Period-$__________
- --(i)-The Collateral Default
Amount for the related Monthly Period-$__________
- -5.-Investor Charge Offs--
- --(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
- --(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
- --(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
- --(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
- --(e)-The aggregate amount of Collateral Charge Offs for the related
Monthly Period-$__________
- --(f)-The aggregate amount of Collateral Charge Offs set forth in 5(e)
above per $1,000 of original certificate principal amount-$__________
- --(g)-The aggregate amount of Class A Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
- --(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(i)-The aggregate amount of Class B Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
- --(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(k)-The aggregate amount of Collateral Charge Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date-$__________
- --(l)-The aggregate amount of Collateral Charge Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed on the
Transfer Date immediately preceding Distribution Date-$__________
- -6.-Investor Servicing Fee--
- --(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(c)-The amount of the Collateral Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(d)-the amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
- -7.Reallocations---
- --(a)-The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date-$__________
- --(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
- --(c)-The Collateral Interest as of the close of business on this
Distribution Date-$__________
- --(d)-The Class B Investor Interest as of the close of business on this
Distribution Date-$__________
- ----
- ----
- ----
- ----
- ----
- -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-$__________
- --(c)-The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date-$__________
- --(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-$__________
- -10.-Reserve Draw Amount--$__________
- -11.-Available Funds--
- --(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- --(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- --(c)-The amount of Collateral Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- -12.-Portfolio Yield--
- --(a)-The Portfolio Yield for the related Monthly Period-____%
- --(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
C.Floating Rate Determinations----
- -1.-LIBOR for the Interest Period ending on this Distribution Date--
____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-C
1.--The aggregate amount of the Investor Percentage of Collections of
Principal Receivables--$__________
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 1996-C Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1996-C Certificates --$__________
8.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1996-C Certificates --$___________
9.--The aggregate amount to be withdrawn from the Finance Charge Account
and paid in accordance with the Loan Agreement pursuant to Section 4.11
- --$__________
10.--The excess, if any, of the Required Collateral Interest over the
Collateral Interest --$__________
11.--The Collateral Interest on the Transfer Date of the current
calendar month, after giving effect to the deposits and withdrawals
specified above, is equal to --$__________
12.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders --$__________
- --(ii) Class B Certificateholders--$__________
- --(iii) Collateral Interest Holder --$__________
13.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
- --(ii) Class B Certificateholders--$___________
- --(iii) Collateral Interest Holder --$___________
14.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
- --(ii) Class B Certificateholders --$___________
- --(iii) Collateral Interest Holder --$___________
15.--To the knowledge of the undersigned, no Series 1996-C 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:
(..continued)
DC1-14041.3
EXECUTION COPY Exhibit 4.3
FIRST AMENDMENT
TO
THE MBNA MASTER CREDIT CARD TRUST II
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST II
POOLING AND SERVICING AGREEMENT, dated as of March 11, 1996 (the "First
Amendment") is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION,
as Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994 (the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Pooling and Servicing Agreement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 1.01.
(a) The definition of "Minimum Aggregate Principal
Receivables" in Section 1.01 is hereby amended to read as follows:
"Minimum Aggregate Principal Receivables" shall mean,
unless otherwise provided in a Supplement relating to any Series,
as of any date of determination, an amount equal to the sum of the
numerators used in the calculation of the Investor Percentages
with respect to Principal Receivables for all outstanding Series
on such date; provided, that with respect to any Series in its
Rapid Accumulation Period or such other period as designated in
the related Supplement with an Investor Interest as of such date
of determination equal to the Principal Funding Account Balance
relating to such Series taking into account any deposit to be made
to the Principal Funding Account on the Transfer Date following
such date of determination, the numerator used in the calculation
of the Investor Percentage with respect to Principal Receivables
relating to such Series shall, solely for the purpose of the
definition of Minimum Aggregate Principal Receivables, be deemed
to equal zero.
(b) Section 1.01 is hereby further amended by adding the
following definitions in the appropriate alphabetical order:
"Principal Funding Account" shall have the meaning
specified in the related Supplement.
"Principal Funding Account Balance" shall have the
meaning specified in the related Supplement.
"Private Holder" shall mean each holder of a right to
receive interest or principal in respect of any direct or indirect
interest in the Trust including any financial instrument or
contract the value of which is determined in whole or in part by
reference to the Trust (including the Trust's assets, income or
the Trust or distributions made by the Trust), excluding any
interest in the Trust represented by any Series or Class of
Investor Certificates or any other interest as to which the Seller
has provided to the Trustee an Opinion of Counsel to the effect
that such Series, Class or other interest will be treated as debt
or otherwise not as an equity interest in either the Trust or the
Receivables for federal income tax purposes, in each case,
provided such interest is not convertible or exchangeable into an
interest in the Trust or the Trust's income or equivalent value.
Notwithstanding the immediately preceding sentence, (i) "Private
Holder" shall also include any other Person that the Seller
determines is (or may be) a "partner" within the meaning of
Treasury Regulation section 1.7704-1(h)(1)(ii) (including by
reason of section 1.7704-1(h)(3)) and (ii) unless the Seller
otherwise determines, "Private Holder" shall not include any
holder that would otherwise be considered a Private Holder solely
by reason of having acquired a direct or indirect interest in the
Trust issued prior to December 4, 1995. Initially, the Private
Holders include the holders of the Seller Certificate or any
interest therein, of any Collateral Interest, of any Enhancement
Invested Amount, and of any similar interests in the Trust
represented by any other Class of any Series of Certificates
issued on or after December 4, 1995, and the Servicer. Any Person
holding more than one interest in the Trust each of which
separately would cause such Person to be a Private Holder shall be
treated as a single Private Holder. Each holder of an interest in
a Private Holder which is a partnership, S corporation or grantor
trust under the Code shall be treated as a Private Holder unless
excepted with the consent of the Seller (which consent shall be
based on an Opinion of Counsel generally to the effect that the
action taken pursuant to the consent will not cause the Trust to
become a publicly traded partnership treated as a corporation for
federal income tax purposes).
SECTION 2. Amendment of Section 3.02. The first paragraph
under Section 3.02 is hereby amended to read as follows:
Section 3.02. Servicing Compensation. As full
compensation for its servicing activities hereunder and as
reimbursement for its expenses as set forth in the immediately
following paragraph, the Servicer shall be entitled to receive a
servicing fee (the "Servicing Fee") with respect to each Monthly
Period prior to the Termination of the Trust pursuant to Section
12.01, payable monthly on the related Transfer Date, in an amount
equal to one-twelfth of the product of (a) the weighted average of
the Series Servicing Fee Percentages with respect to each
outstanding Series (based upon the Series Servicing Fee Percentage
for each Series and the Adjusted Investor Interest (or such other
amount as specified in the related Supplement) of such Series, in
each case as of the last day of the prior Monthly Period) and (b)
the average amount of Principal Receivables during the prior
Monthly Period. The share of the Servicing Fee allocable to
Investor Certificates (the "Investor Servicing Fee") of a
particular Series with respect to any Monthly Period will each be
determined in accordance with the relevant Supplement. The
portion of the Servicing Fee with respect to any Monthly Period
not so allocated to the Investor Certificates of a particular
Series shall be paid by the Holder of the Seller Certificate on
the related Transfer Date and in no event shall the Trust, the
Trustee or the Investor Certificateholders of any Series be liable
for the share of the Servicing Fee with respect to any Monthly
Period to be paid by the Holders of the Seller Certificates (the
"Seller Servicing Fee").
SECTION 3. Amendments of Section 6.03.
(a) Section 6.03 is hereby amended by adding the following
to the last sentence of Section 6.03(b):
; provided further, that no interest in the Seller Certificate may
be transferred unless its initial offering price would be at least
$20,000 and it cannot be subdivided for resale into units smaller
than a unit the initial offering price of which would have been at
least $20,000, absent an Opinion of Counsel to the effect that
such transfer would not cause the Trust to be treated as a
publicly traded partnership under the Code. In connection with
any transfer of an interest in the Seller Certificate, the holder
(including the Seller or any subsequent transferee) thereof shall
not sell, trade or transfer any interest therein or cause any
interest therein to be marketed on or through either (i) an
"established securities market" within the meaning of Section
7704(b)(1) of the Internal Revenue Code of 1986 (the "Code"),
including without limitation an interdealer quotation system that
regularly disseminates firm buy or sell quotations by identified
brokers or dealers by electronic means or otherwise or (ii) a
"secondary market" within the meaning of Code section 7704(b)(2),
including a market wherein interests in the Seller Certificate are
regularly quoted by any person making a market in such interests
and a market wherein any person regularly makes available bid or
offer quotes with respect to interests in the Seller Certificate
and stands ready to effect buy or sell transactions at the quoted
prices for itself or on behalf of others.
SECTION 4. Effectiveness. The amendments provided for by
this First Amendment shall become effective upon receipt by the Trustee
of the following, each of which shall be satisfactory to the Trustee in
its sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this First Amendment
will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in Subsection
4(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this First Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this First Amendment, duly executed by
the parties hereto.
SECTION 5. Pooling and Servicing Agreement in Full Force
and Effect as Amended. Except as specifically amended or waived hereby,
all of the terms and conditions of the Pooling and Servicing Agreement
shall remain in full force and effect. All references to the Pooling
and Servicing Agreement in any other document or instrument shall be
deemed to mean such Pooling and Servicing Agreement as amended by this
First Amendment. This First Amendment shall not constitute a novation
of the Pooling and Servicing Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms
and obligations of the Pooling and Servicing Agreement, as amended by
this First Amendment, as though the terms and obligations of the Pooling
and Servicing Agreement were set forth herein.
SECTION 6. Counterparts. This First Amendment may be
executed in any number of counterparts and by separate parties hereto on
separate counterparts, each of which when executed shall be deemed an
original, but all such counterparts taken together shall constitute one
and the same instrument.
SECTION 7. Governing Law. THIS FIRST AMENDMENT 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 8. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Pooling and Servicing Agreement.
SECTION 9. Deletion of the Amendments Set Forth Herein. In
amending the Pooling and Servicing Agreement as described in this First
Amendment, the Seller intends that the amendments to the Pooling and
Servicing Agreement set forth in that portion of section 1(b) relating
to the definition of "Private Holder" and in section 3 may be deleted
pursuant to the amendment provisions of Section 13.01(a) of such
Agreement (i.e., without investor consent), provided that whether any
such deletion would materially and adversely affect any Investor
Certificateholder shall be determined solely by reference to whether
deletion would increase the risk that the Trust would be treated as a
publicly traded partnership treated as a corporation pursuant to Code
section 7704(a).
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this First Amendment to be duly executed by their respective
officers as of the day and year first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ Jerry M. Hamstead
Name: Jerry M. Hamstead
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.4
FIRST AMENDMENT
TO THE
SERIES 1994-A SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1994-A SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1994-A Supplement to the Pooling and
Servicing Agreement, dated as of August 4, 1994 (as amended from time to
time, the "Series 1994-A Supplement," and together with the Pooling and
Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1994-A Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1994-A Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.5
FIRST AMENDMENT
TO
THE MBNA MASTER CREDIT CARD TRUST II
SERIES 1994-B SUPPLEMENT
THIS FIRST AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST II
SERIES 1994-B SUPPLEMENT, dated as of November 30, 1994 (the "First
Amendment") is 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 (the "Agreement").
WHEREAS the Seller and Servicer and the Trustee have
executed a supplement to the Agreement (the "Series 1994-B Supplement")
dated as of August 18, 1994.
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1994-B Supplement as provided herein.
NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 2. The definition of the
term "Controlled Accumulation Amount" in Section 2 of the Series 1994-B
Supplement is hereby amended to read in its entirety as follows:
"Controlled Accumulation Amount" shall mean (a) for
any Transfer Date with respect to the Accumulation Period prior to
the payment in full of the Class A Investor Interest, $72,500,000;
provided, however, that if the Accumulation Period Length is
determined to be less than 12 months pursuant to subsection
4.09(i), the Controlled Accumulation Amount for each Transfer Date
with respect to the Accumulation Period prior to the payment in
full of the Class A Investor Interest will be equal to (i) the
product of (x) the Class A Initial Investor Interest and (y) the
Accumulation Period Factor for such Monthly Period divided by (ii)
the Required Accumulation Factor Number, and (b) for any Transfer
Date with respect to the Accumulation Period after payment in full
of the Class A Investor Interest, an amount equal to the Class B
Investor Interest as of such Transfer Date.
SECTION 2. Effectiveness. The amendments provided for by
this First Amendment shall become effective upon receipt by the Trustee
of the following, each of which shall be satisfactory to the Trustee in
its sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this First Amendment
will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
2(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this First Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this First Amendment, duly executed by
the parties hereto.
SECTION 3. Series 1994-B Supplement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all
of the terms and conditions of the Series 1994-B Supplement shall remain
in full force and effect. All references to the Series 1994-B
Supplement in any other document or instrument shall be deemed to mean
such Series 1994-B Supplement as amended by this First Amendment. This
First Amendment shall not constitute a novation of the Series 1994-B
Supplement, but shall constitute an amendment thereof. The parties
hereto agree to be bound by the terms and obligations of the Series
1994-B Supplement, as amended by this First Amendment, as though the
terms and obligations of the Series 1994-B Supplement were set forth
herein.
SECTION 4. Counterparts. This First Amendment may be
executed in any number of counterparts and by separate parties hereto on
separate counterparts, each of which when executed shall be deemed an
original, but all such counterparts taken together shall constitute one
and the same instrument.
SECTION 5. Governing Law. THIS FIRST AMENDMENT 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 9. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1994-B Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this First Amendment 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/ Thomas Dunn
Name: Thomas Dunn
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Treasurer
(..continued)
EXECUTION COPY Exhibit 4.6
SECOND AMENDMENT
TO THE
SERIES 1994-B SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This SECOND AMENDMENT TO THE SERIES 1994-B SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1994-B Supplement to the Pooling and
Servicing Agreement, dated as of August 18, 1994, as amended by the
First Amendment to the Series 1994-B Supplement, dated as of November
30, 1994 (as amended from time to time, the "Series 1994-B Supplement,"
and together with the Pooling and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1994-B Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1994-B Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.7
FIRST AMENDMENT
TO THE
SERIES 1994-C SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1994-C SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1994-C Supplement to the Pooling and
Servicing Agreement, dated as of October 26, 1994 (as amended from time
to time, the "Series 1994-C Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1994-C Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1994-C Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.8
FIRST AMENDMENT
TO THE
SERIES 1994-D SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1994-D SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1994-D Supplement to the Pooling and
Servicing Agreement, dated as of October 26, 1994 (as amended from time
to time, the "Series 1994-D Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1994-D Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1994-D Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.9
FIRST AMENDMENT
TO THE
SERIES 1995-A SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-A SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-A Supplement to the Pooling and
Servicing Agreement, dated as of March 22, 1995 (as amended from time to
time, the "Series 1995-A Supplement," and together with the Pooling and
Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-A Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-A Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.10
FIRST AMENDMENT
TO THE
SERIES 1995-B SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-B SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-B Supplement to the Pooling and
Servicing Agreement, dated as of May 23, 1995 (as amended from time to
time, the "Series 1995-B Supplement," and together with the Pooling and
Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-B Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-B Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.11
FIRST AMENDMENT
TO THE
SERIES 1995-C SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-C SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-C Supplement to the Pooling and
Servicing Agreement, dated as of June 29, 1995 (as amended from time to
time, the "Series 1995-C Supplement," and together with the Pooling and
Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-C Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-C Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.12
FIRST AMENDMENT
TO THE
SERIES 1995-D SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-D SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-D Supplement to the Pooling and
Servicing Agreement, dated as of June 29, 1995 (as amended from time to
time, the "Series 1995-D Supplement," and together with the Pooling and
Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-D Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-D Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.13
FIRST AMENDMENT
TO THE
SERIES 1995-E SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-E SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-E Supplement to the Pooling and
Servicing Agreement, dated as of August 2, 1995 (as amended from time to
time, the "Series 1995-E Supplement," and together with the Pooling and
Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-E Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-E Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.14
FIRST AMENDMENT
TO THE
SERIES 1995-F SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-F SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-F Supplement to the Pooling and
Servicing Agreement, dated as of August 30, 1995 (as amended from time
to time, the "Series 1995-F Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-F Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-F Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.15
FIRST AMENDMENT
TO THE
SERIES 1995-I SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-I SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-I Supplement to the Pooling and
Servicing Agreement, dated as of October 26, 1995 (as amended from time
to time, the "Series 1995-I Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-I Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-I Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.16
FIRST AMENDMENT
TO THE
SERIES 1995-J SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1995-J SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1995-J Supplement to the Pooling and
Servicing Agreement, dated as of November 21, 1995 (as amended from time
to time, the "Series 1995-J Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1995-J Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1995-J Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
EXECUTION COPY Exhibit 4.17
FIRST AMENDMENT
TO THE
SERIES 1996-A SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE SERIES 1996-A SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of April
30, 1996, is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as
Seller and Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of
August 4, 1994, as amended by the First Amendment to the Pooling and
Servicing Agreement, dated as of March 11, 1996 (as amended from time to
time, the "Pooling and Servicing Agreement");
WHEREAS the Seller and Servicer and the Trustee have
executed that certain Series 1996-A Supplement to the Pooling and
Servicing Agreement, dated as of February 28, 1996 (as amended from time
to time, the "Series 1996-A Supplement," and together with the Pooling
and Servicing Agreement, the "Agreement");
WHEREAS the Seller and Servicer and the Trustee wish to
amend the Series 1996-A Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Net Servicing Fee Rate" in Section 2
is hereby amended to read as follows:
"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.
(b) The definition of "Series Servicing Fee Percentage" in
Section 2 is hereby amended to read as follows:
"Series Servicing Fee Percentage" shall mean 2.0%.
(c) The definition of "Servicer Interchange" in Section 2 is
hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 2. Amendment of Subsection 3(a). Subsection 3(a)
is hereby amended by deleting "1%" and replacing such percentage with
"0.75%".
SECTION 3. Effectiveness. The amendments provided for by
this Amendment shall become effective as of April 1, 1996 (provided,
however, that such amendments will not affect any allocations, payments
or distributions to be made with respect to the April 1996 Transfer Date
or the April 1996 Distribution Date), upon receipt by the Trustee of the
following, each of which shall be satisfactory to the Trustee in its
sole discretion:
(a) Notification in writing from each of Moody's and
Standard & Poor's to the effect that the terms of this Amendment will
not result in a reduction or withdrawal of the rating of any outstanding
Series or Class to which it is a Rating Agency.
(b) Confirmation from the Seller and Servicer that it has
received a copy of the written notification referred to in subsection
3(a) above and that such written notification is satisfactory to the
Seller and Servicer in its sole discretion.
(c) An Opinion of Counsel for the Seller addressed to the
Trustee to the effect that the terms of this Amendment will not
adversely affect in any material respect the interests of any Investor
Certificateholder.
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 4. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be
deemed to mean such Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set
forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original,
but all such counterparts taken together shall constitute one and the
same instrument.
SECTION 6. Governing Law. THIS AMENDMENT 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 7. Defined Terms. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms
in the Series 1996-A Supplement.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Amendment 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/ Karen F. Winkler
Name: Karen F. Winkler
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Name: Joseph G. Ernst
Title: Assistant Vice President
(..continued)
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the trust during the month of April, 1996 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 . . . . . . . . . . $ 4.725000
-----------------
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
-----------------
1994-A C-1 03:20:07 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.891667
-----------------
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. . . . . . . . . $ 5.041667
-----------------
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 . . . . . . . . . $ 63,368,749.95
-----------------
(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 . . . . . . . . . $ 3,277,694.00
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 6,191,199.44
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1994-A C-2 03:20:07 PM
(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:
April 1, 1996 through April 30, 1996 5.30%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1994-A C-3 03:20:07 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 2,495,720.30
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 2,171,276.67
-----------------
1994-A C-4 03:20:07 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 112,307.42
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 212,136.21
-----------------
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
-----------------
1994-A C-5 03:20:07 PM
(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
-----------------
1994-A C-6 03:20:07 PM
(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 . . . . . . . $ 8,795,228.17
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 454,925.60
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 859,303.86
-----------------
1994-A C-7 03:20:07 PM
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. . $ 9,208,478.17
-----------------
(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 . . . . . . . . .. . . . . . $ 476,300.60
-----------------
(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 . . . . . . . . . . .. . . . . . $ 899,678.86
-----------------
11. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.32%
-------
C. LIBOR Determinations
--------------------
LIBOR rates for the Interest Period of
April 15, 1996 through May 14, 1996:
Class A and Class B determination - 5.50000%
-----------
Collateral Interest determination - 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1994-A C-8 03:20:07 PM
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the trust during the month of April, 1996 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 . . . . . . . . . . $ 4.550549
-----------------
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
-----------------
1994-B C-1 04:32:04 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.875000
-----------------
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. . . . . . . . . $ 5.041667
-----------------
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 . . . . . . . . . $ 83,379,933.83
-----------------
(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 . . . . . . . . . $ 4,312,755.07
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 8,146,315.52
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1994-B C-2 04:32:04 PM
(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 of:
April 1, 1996 through April 30, 1996 . 6.98%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1994-B C-3 04:32:04 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 3,283,842.52
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 2,856,942.99
-----------------
1994-B C-4 04:32:04 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 147,772.90
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 279,126.63
-----------------
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
-----------------
1994-B C-5 04:32:04 PM
(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
-----------------
1994-B C-6 04:32:04 PM
(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. 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 . .$ 12,116,418.72
-----------------
(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 . . . . . . . . .. . . . . . $ 626,711.27
-----------------
(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. . . . . . . . . . . . . . . . . $ 1,183,788.06
-----------------
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
-----------------
1994-B C-7 04:32:04 PM
(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. Swap Cash Flows
--------------------
(a) The amount of the Net Swap Receipt
for the related Transfer Date. . . . . . . $ 0.00
-----------------
(a) The amount of the Net Swap Payment
for the related Transfer Date. . . . . . . $ 148,603.96
-----------------
11. Available Funds
-------------------
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 11,572,668.72
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 598,586.27
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 1,130,663.06
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.34%
-------
1994-B C-8 04:32:04 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996:
Class B Determination - 5.50000%
-----------
Collateral Interest Determination - 5.50000%
-----------
The weighted average of the Treasury Bill Rates
for the Interest Period:
April 15, 1996 through May 14, 1996: 5.10167%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1994-B C-9 04:32:04 PM
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the trust during the related Monthly Period 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 . . . . . . . . . . $ 4.791667
-----------------
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
-----------------
1994-C C-1 03:22:15 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.958333
-----------------
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. . . . . . . . . $ 5.145833
-----------------
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 . . . . . . . . . $ 83,379,933.83
-----------------
(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 . . . . . . . . . $ 4,312,755.07
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 8,146,315.52
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1994-C C-2 03:22:15 PM
(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 of:
April 1, 1996 through April 30, 1996 6.98%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1994-C C-3 03:22:15 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 3,283,842.52
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 2,856,942.99
-----------------
1994-C C-4 03:22:15 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 147,772.90
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 279,126.63
-----------------
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
-----------------
1994-C C-5 03:22:15 PM
(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
-----------------
1994-C C-6 03:22:15 PM
(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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 12,116,418.72
-----------------
(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 . . . . . . . . .. . . . . . $ 626,711.27
-----------------
(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. . . . . . . . . . . . . . . . . $ 1,183,788.06
-----------------
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
-----------------
1994-C C-7 03:22:15 PM
(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 . . . . . . . $ 11,572,668.72
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 598,586.27
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 1,130,663.06
-----------------
11. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.24%
-------
1994-C C-8 03:22:15 PM
C. Floating Rate Determinations
----------------------------
LIBOR rates for the Interest Period
April 15, 1996 through May 14, 1996:
Class A and Class B determination - 5.50000%
-----------
Collateral Interest determination - 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1994-C C-9 03:22:15 PM
CLASS A CUSIP 55262T AG8 Exhibit 20. 4
CLASS B CUSIP 55262T AH6 --------------
------------------------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1994-D
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the trust during the related Monthly Period 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 . . . . . . . . . . $ 4.668333
-----------------
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
-----------------
1994-D C-1 02:19:56 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.875000
-----------------
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. . . . . . . . . $ 5.020833
-----------------
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 . . . . . . . . . $ 83,379,933.83
-----------------
(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 . . . . . . . . . $ 4,312,755.07
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 8,146,315.52
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1994-D C-2 02:19:56 PM
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1994-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
1994-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 . . . . . . . . $ 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 of:
April 1, 1996 through April 30, 1996 . . 6.98%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1994-D C-3 02:19:56 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 3,283,842.52
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 2,856,942.99
-----------------
1994-D C-4 02:19:56 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 147,772.90
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 279,126.63
-----------------
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
-----------------
1994-D C-5 02:19:56 PM
(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
-----------------
1994-D C-6 02:19:56 PM
(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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 12,116,418.72
-----------------
(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 . . . . . . . . .. . . . . . $ 626,711.27
-----------------
(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. . . . . . . . . . . . . . . . . $ 1,183,788.06
-----------------
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
-----------------
1994-D C-7 02:19:56 PM
(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 . . . . . . . $ 11,572,668.72
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 598,586.27
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 1,130,663.06
-----------------
11. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.28%
-------
1994-D C-8 02:19:56 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996:
Class B Determination - 5.50000%
-----------
Collateral Interest Determination - 5.50000%
-----------
The average of the Federal Funds Rates for the
Interest Period:
April 15, 1996 through May 14, 1996: 5.27200%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1994-D C-9 02:19:56 PM
CLASS A CUSIP 55262T AJ2 Exhibit 20. 5
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 4.808333
-----------------
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
-----------------
1995-A C-1 01:36:38 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.958333
-----------------
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. . . . . . . . . $ 5.183333
-----------------
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 . . . . . . . . . $ 47,943,462.06
-----------------
(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 . . . . . . . . . $ 2,479,834.03
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,684,131.02
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-A C-2 01:36:38 PM
(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 of:
April 1, 1996 through April 30, 1996 4.01%
----------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-A C-3 01:36:38 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,888,209.46
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,642,742.22
-----------------
1995-A C-4 01:36:38 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 84,969.44
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 160,497.80
-----------------
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
-----------------
1995-A C-5 01:36:38 PM
(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 . . . . . . . . . . . . . . . . . . $ 26,953.12
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 50,911.46
-----------------
7. Reallocations
-----------------
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date . . . . . . . . . . $ 0.00
-----------------
1995-A C-6 01:36:38 PM
(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 Proceeds and amounts,
if any, withdrawn from the Reserve
Account allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 6,966,940.61
-----------------
(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 . . . . . . . . .. . . . . . $ 360,358.98
-----------------
(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. . . . . . . . . . . . . . . . . $ 680,678.06
-----------------
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
-----------------
1995-A C-7 01:36:38 PM
(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 . . . . . . . $ 6,654,284.36
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 344,187.10
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 650,131.19
-----------------
11. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.24%
-------
1995-A C-8 01:36:38 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-A C-9 01:36:38 PM
CLASS A CUSIP 55262T AL7 Exhibit 20. 6
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 4.716667
-----------------
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
-----------------
1995-B C-1 11:57:49 AM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.850000
-----------------
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. . . . . . . . . $ 5.000000
-----------------
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 . . . . . . . . . $ 62,534,950.38
-----------------
(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 . . . . . . . . . $ 3,234,566.93
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 6,109,736.55
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-B C-2 11:57:49 AM
(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 of:
April 1, 1996 through April 30, 1996 5.23%
----------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-B C-3 11:57:49 AM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 2,462,881.96
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 2,142,707.27
-----------------
1995-B C-4 11:57:49 AM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 110,829.71
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 209,344.98
-----------------
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
-----------------
1995-B C-5 11:57:49 AM
(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
-----------------
1995-B C-6 11:57:49 AM
(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
Funding Investment Proceeds and amounts,
if any, withdrawn from the Reserve
Account allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 9,087,313.94
-----------------
(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 . . . . . . . . .. . . . . . $ 470,033.59
-----------------
(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. . . . . . . . . . . . . . . . . $ 887,841.12
-----------------
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
-----------------
1995-B C-7 11:57:49 AM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 8,679,501.44
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 448,939.84
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 847,997.37
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 5.36%
-------
1995-B C-8 11:57:49 AM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-B C-9 11:57:49 AM
CLASS A CUSIP 55262T AN3 Exhibit 20. 7
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the trust during the related Monthly Period 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
-----------------
1995-C C-1 02:57:14 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.933333
-----------------
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. . . . . . . . . $ 5.183333
-----------------
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 . . . . . . . . . $ 47,943,462.06
-----------------
(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 . . . . . . . . . $ 2,479,834.03
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,684,131.02
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-C C-2 02:57:14 PM
(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 of:
April 1, 1996 through April 30, 1996 4.01%
----------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-C C-3 02:57:14 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,888,209.46
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,642,742.22
-----------------
1995-C C-4 02:57:14 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 84,969.44
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 160,497.80
-----------------
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
-----------------
1995-C C-5 02:57:14 PM
(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
-----------------
1995-C C-6 02:57:14 PM
(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
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 . .$ 7,282,514.98
-----------------
(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 . . . . . . . . .. . . . . . $ 360,358.98
-----------------
(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. . . . . . . . . . . . . . . . . $ 680,678.06
-----------------
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
-----------------
1995-C C-7 02:57:14 PM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . $ 0.00
------------------------- -----------------
11. Swap Cash Flows
--------------------
(a) The amount of the Net Swap Receipt
for the related Transfer Date. . . . . . . $ 315,574.37
-----------------
(a) The amount of the Net Swap Payment
for the related Transfer Date. . . . . . . $ 0.00
-----------------
12. Available Funds
--------------------
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 6,969,858.73
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 344,187.10
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 650,131.19
-----------------
13. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.30%
-------
1995-C C-8 02:57:14 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period 5.50000%
-----------------
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 AAA/Aaa
Counterparty -------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-C C-9 02:57:14 PM
CLASS A CUSIP 55262T AQ6 Exhibit 20. 8
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the trust during the related Monthly Period 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
-----------------
1995-D C-1 09:07:11 AM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.825000
-----------------
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. . . . . . . . . $ 5.016667
-----------------
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 . . . . . . . . . $ 41,689,966.83
-----------------
(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 . . . . . . . . . $ 2,156,377.56
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,073,157.85
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-D C-2 09:07:11 AM
(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 of:
April 1, 1996 through April 30, 1996 . 3.49%
-----------------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-D C-3 09:07:11 AM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,641,921.31
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,428,471.55
-----------------
1995-D C-4 09:07:11 AM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 73,886.45
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 139,563.31
-----------------
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
-----------------
1995-D C-5 09:07:11 AM
(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
-----------------
1995-D C-6 09:07:11 AM
(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. 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 . .$ 6,232,571.93
-----------------
(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 . . . . . . . . .. . . . . . $ 313,355.70
-----------------
(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. . . . . . . . . . . . . . . . . $ 591,893.91
-----------------
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
-----------------
1995-D C-7 09:07:11 AM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . $ 0.00
------------------------- -----------------
11. Swap Cash Flows
--------------------
(a) The amount of the Net Swap Receipt
for the related Transfer Date. . . . . . . $ 174,362.50
-----------------
(a) The amount of the Net Swap Payment
for the related Transfer Date. . . . . . . $ 0.00
-----------------
12. Available Funds
--------------------
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 5,960,696.93
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 299,293.20
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 565,331.41
-----------------
13. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield . . . . . . . . 5.43%
-------
1995-D C-8 09:07:11 AM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
-----------------
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 AAA/Aaa
Counterparty -------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-D C-9 09:07:11 AM
CLASS A CUSIP 55262T AS2 Exhibit 20. 9
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 4.766667
-----------------
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
-----------------
1995-E C-1 02:12:22 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.850000
-----------------
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. . . . . . . . . $ 5.100000
-----------------
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 . . . . . . . . . $ 41,689,966.83
-----------------
(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 . . . . . . . . . $ 2,156,377.56
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,073,157.85
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-E C-2 02:12:22 PM
(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 of:
April 1, 1996 through April 30, 1996 3.49%
----------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-E C-3 02:12:22 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,641,921.31
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,428,471.55
-----------------
1995-E C-4 02:12:22 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 73,886.45
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 139,563.31
-----------------
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
-----------------
1995-E C-5 02:12:22 PM
(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
-----------------
1995-E C-6 02:12:22 PM
(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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 6,058,209.43
-----------------
(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 . . . . . . . . .. . . . . . $ 313,355.70
-----------------
(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. . . . . . . . . . . . . . . . . $ 591,893.91
-----------------
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
-----------------
1995-E C-7 02:12:22 PM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 5,786,334.43
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 299,293.20
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 565,331.41
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 5.29%
-------
1995-E C-8 02:12:22 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-E C-9 02:12:22 PM
CLASS A CUSIP 55262T AU7 Exhibit 20. 10
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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
-----------------
1995-F C-1 04:22:30 PM
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. . . . . . . . . $ 5.000000
-----------------
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 . . . . . . . . . $ 43,606,747.16
-----------------
(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 . . . . . . . . . $ 1,796,981.49
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 2,515,773.51
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-F C-2 04:22:30 PM
(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 of:
April 1, 1996 through April 30, 1996 3.49%
----------
(i) The Class A Floating Allocation
with respect to the related Monthly
Period . . . . . . . . . . . . . . . . . . . 0.910000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
Period . . . . . . . . . . . . . . . . . . . 0.037500
----------
1995-F C-3 04:22:30 PM
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period . . . . . . . . . . . . . . . . . . . 0.052500
----------
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,641,921.35
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,494,148.37
-----------------
1995-F C-4 04:22:30 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 61,572.10
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 86,200.88
-----------------
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
-----------------
1995-F C-5 04:22:30 PM
(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
-----------------
1995-F C-6 04:22:30 PM
(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
Funding Investment Proceeds and amounts,
if any, withdrawn from the Reserve
Account allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 6,336,747.72
-----------------
(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 . . . . . . . . .. . . . . . $ 261,129.78
-----------------
(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. . . . . . . . . . . . . . . . . $ 365,581.52
-----------------
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
-----------------
1995-F C-7 04:22:30 PM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 0.00
------------------------ -----------------
11. Swap Cash Flows
-------------------
(a) The amount of the Net Swap Receipt for
the related Transfer Date . . . . . . . .$ 401,108.33
-----------------
(b) The amount of the Net Swap Payment for
the related Transfer Date . . . . . . . .$ 0.00
-----------------
12. Available Funds
-------------------
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 6,052,372.72
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 249,411.03
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 349,175.27
-----------------
1995-F C-8 04:22:30 PM
13. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 4.38%
-------
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
Collateral Interest Determination
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-F C-9 04:22:30 PM
CLASS A CUSIP 55262T AW3 Exhibit 20. 11
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 4.725000
-----------------
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
-----------------
1995-I C-1 12:30:08 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.808333
-----------------
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. . . . . . . . . $ 4.937500
-----------------
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 . . . . . . . . . $ 62,534,950.38
-----------------
(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 . . . . . . . . . $ 3,234,566.93
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 6,109,736.55
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-I C-2 12:30:08 PM
(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 of:
April 1, 1996 through April 30, 1996 5.23%
----------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-I C-3 12:30:08 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 2,462,881.96
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 2,142,707.27
-----------------
1995-I C-4 12:30:08 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 110,829.71
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 209,344.98
-----------------
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
-----------------
1995-I C-5 12:30:08 PM
(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
-----------------
1995-I C-6 12:30:08 PM
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
Funding Investment Proceeds and amounts,
if any, withdrawn from the Reserve
Account allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 9,087,313.93
-----------------
(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 . . . . . . . . .. . . . . . $ 470,033.59
-----------------
(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. . . . . . . . . . . . . . . . . $ 887,841.13
-----------------
9. Principal Funding Account
-----------------------------
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date . . .. . . . . . $ 0.00
1995-I C-7 12:30:08 PM -----------------
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 8,679,501.43
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 448,939.84
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 847,997.38
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 5.39%
-------
1995-I C-8 12:30:08 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-I C-9 12:30:08 PM
CLASS A CUSIP 55262T AY9 Exhibit 20. 12
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 4.775000
-----------------
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
-----------------
1995-J C-1 03:43:23 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.875000
-----------------
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. . . . . . . . . $ 5.083333
-----------------
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 . . . . . . . . . $ 41,689,966.83
-----------------
(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 . . . . . . . . . $ 2,156,377.56
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,073,157.85
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1995-J C-2 03:43:23 PM
(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 of:
April 1, 1996 through April 30, 1996 3.49%
----------
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1995-J C-3 03:43:23 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,641,921.31
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,428,471.55
-----------------
1995-J C-4 03:43:23 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 73,886.45
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 139,563.31
-----------------
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
-----------------
1995-J C-5 03:43:23 PM
(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
-----------------
1995-J C-6 03:43:23 PM
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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 6,058,209.43
-----------------
(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 . . . . . . . . .. . . . . . $ 313,355.70
-----------------
(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. . . . . . . . . . . . . . . . . $ 591,893.91
-----------------
9. Principal Funding Account
-----------------------------
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date . . .. . . . . . $ 0.00
1995-J C-7 03:43:23 PM -----------------
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 5,786,334.43
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 299,293.20
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 565,331.41
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 5.32%
-------
1995-J C-8 03:43:23 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
_________________________
Name: Marguerite M. Boylan
Title: Vice President
1995-J C-9 03:43:23 PM
CLASS A CUSIP 55262T BA0 Exhibit 20. 13
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 4.758333
-----------------
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
-----------------
1996-A C-1 04:29:31 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 4.866667
-----------------
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. . . . . . . . . $ 4.975000
-----------------
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 . . . . . . . . . $ 58,365,953.66
-----------------
(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 . . . . . . . . . $ 3,018,928.09
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 5,702,421.19
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1996-A C-2 04:29:31 PM
(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 of:
April 1, 1996 through April 30, 1996 4.89%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1996-A C-3 04:29:31 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 2,298,689.74
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,999,860.09
-----------------
1996-A C-4 04:29:31 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 103,441.01
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 195,388.64
-----------------
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
-----------------
1996-A C-5 04:29:31 PM
(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
-----------------
1996-A C-6 04:29:31 PM
(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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 8,481,493.13
-----------------
(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 . . . . . . . . .. . . . . . $ 438,697.72
-----------------
(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. . . . . . . . . . . . . . . . . $ 828,651.65
-----------------
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
-----------------
1996-A C-7 04:29:31 PM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 8,100,868.13
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 419,010.22
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 791,464.15
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 12.77%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 3.97%
-------
1996-A C-8 04:29:31 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
April 15, 1996 through May 14, 1996: 5.50000%
----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1996-A C-9 04:29:31 PM
CLASS A CUSIP 55262T BC6 Exhibit 20. 14
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 7.945744
-----------------
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
-----------------
1996-B C-1 05:16:18 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 8.098522
-----------------
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. . . . . . . . . $ 8.584611
-----------------
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 . . . . . . . . . $ 49,097,714.01
-----------------
(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 . . . . . . . . . $ 2,539,536.87
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,796,903.20
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1996-B C-2 05:16:18 PM
(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 of:
March 26, 1996 through March 31, 1996 3.51%
April 1, 1996 through April 30, 1996 3.49%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1996-B C-3 05:16:18 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,725,930.71
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,501,559.73
-----------------
1996-B C-4 05:16:18 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 77,666.87
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 146,704.11
-----------------
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
-----------------
1996-B C-5 05:16:18 PM
(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 . . . . . . . . . . . . . . . . . . $ 528,645.83
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 27,343.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 51,649.31
-----------------
(d) The amount of Servicer Interchange
payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 364,583.33
-----------------
7. Reallocations
--------------------------
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date . . . . . . . . . . $ 0.00
-----------------
1996-B C-6 05:16:18 PM
(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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 7,119,936.99
-----------------
(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 . . . . . . . . .. . . . . . $ 368,272.66
-----------------
(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. . . . . . . . . . . . . . . . . $ 695,625.93
-----------------
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
-----------------
1996-B C-7 05:16:18 PM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 6,802,749.49
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 351,866.41
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 664,636.35
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 13.28%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 2.55%
-------
1996-B C-8 05:16:18 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
March 26, 1996 through April 14, 1996: 5.40234%
-----------
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1996-B C-9 05:16:18 PM
CLASS A CUSIP 55262T BE2 Exhibit 20. 15
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 APRIL 30, 1996
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of May 15, 1996, and with respect to the
performance of the Trust during the related Monthly Period 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 . . . . . . . . . . $ 7.629251
-----------------
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
-----------------
1996-C C-1 12:51:57 PM
7. The amount of distribution in respect
of Class B Monthly Interest . . . . . . . . . . $ 7.819807
-----------------
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. . . . . . . . . $ 8.153279
-----------------
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 . . . . . . . . . $ 48,210,734.46
-----------------
(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 . . . . . . . . . $ 2,493,658.77
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest. . . . . . . . . . $ 4,710,244.21
-----------------
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 . . . . . . . . $14,617,538,112.27
-----------------
1996-C C-2 12:51:57 PM
(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 of:
March 27, 1996 through March 31, 1996 3.49%
April 1, 1996 through April 30, 1996 3.49%
(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
Period . . . . . . . . . . . . . . . . . . . 0.045000
----------
1996-C C-3 12:51:57 PM
(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: . . . . . . . . . 1.55% 230,818,280.03
------- -----------------
(b) 65 - 94 days: . . . . . . . . . 0.78% 116,460,016.82
------- -----------------
(c) 95 - 124 days: . . . . . . . . 0.56% 83,606,273.73
------- -----------------
(d) 125 - 154 days: . . . . . . . 0.44% 65,325,849.00
------- -----------------
(e) 155 or more days: . . . . . . . 0.68% 99,515,343.70
------ -----------------
Total 4.01% 595,725,763.28
------ -----------------
4. Investor Default Amount
---------------------------
(a) The Aggregate Investor Default Amount
for the related Monthly Period . . . . . . $ 1,689,519.91
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period . . . . . . $ 1,469,882.34
-----------------
1996-C C-4 12:51:57 PM
(c) The Class B Investor Default Amount
for the related Monthly Period . . . . . . $ 76,028.38
-----------------
(d) The Collateral Default Amount for
the related Monthly Period . . . . . . . . $ 143,609.18
-----------------
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
-----------------
1996-C C-5 12:51:57 PM
(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 . . . . . . . . . . . . . . . . . . $ 513,541.67
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 26,562.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 50,173.61
-----------------
(d) The amount of Servicer Interchange
payable by the Trust to the
Servicer for the related Monthly
Period . . . . . . . . . . . . . . . . . . $ 354,166.67
-----------------
7. Reallocations
--------------------------
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date . . . . . . . . . . $ 0.00
-----------------
1996-C C-6 12:51:57 PM
(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. 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 allocated in respect of the
Class A Certificates. . . . . . . . . . . $ 6,992,561.69
-----------------
(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 . . . . . . . . .. . . . . . $ 361,684.25
-----------------
(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. . . . . . . . . . . . . . . . . $ 683,181.24
-----------------
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
-----------------
1996-C C-7 12:51:57 PM
(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
-----------------
10. Reserve Draw Amount . . . . . . . . . . . . . .$ 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 . . . . . . . $ 6,684,436.69
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date . . . . . . . $ 345,746.75
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date . . . $ 653,077.07
-----------------
12. Portfolio Yield
--------------------
(a) The Portfolio Yield for the related
Monthly Period . . . . . . . . . . . . . . . 13.44%
-------
(b) The Portfolio Adjusted Yield for the related
Monthly Period . . . . . . . . . . . . . . . 2.81%
-------
1996-C C-8 12:51:57 PM
C. Floating Rate Determinations
----------------------------
LIBOR for the Interest Period
March 27, 1996 through April 14, 1996: 5.41016%
-----------
April 15, 1996 through May 14, 1996: 5.50000%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: Marguerite M. Boylan
________________________
Name: Marguerite M. Boylan
Title: Vice President
1996-C C-9 12:51:57 PM
03:20:07 PM EXHIBIT 99. 1
MBNA MASTER CREDIT CARD TRUST II SERIES 94-A
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 9/15/99
Blended Coupon 5.7113%
Excess Protection Level
3 Month Average 5.82%
April, 1996 5.06%
March, 1996 5.99%
February, 1996 6.42%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.71%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $760,000,000.00
Seller Participation Amount $3,179,663,112.27
04:32:04 PM EXHIBIT 99. 2
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-B
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 9/15/99
Blended Coupon 5.52827%
Excess Protection Level
3 Month Average 5.84%
April, 1996 5.07%
March, 1996 6.02%
February, 1996 6.44%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.71%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $3,179,663,112.27
03:22:15 PM EXHIBIT 99. 3
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-C
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 11/15/01
Blended Coupon 5.7951%
Excess Protection Level
3 Month Average 5.74%
April, 1996 4.98%
March, 1996 5.91%
February, 1996 6.34%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.80%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $3,179,663,112.27
02:19:56 PM EXHIBIT 99. 4
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-D
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 11/17/97
Blended Coupon 5.64911%
Excess Protection Level
3 Month Average 5.78%
April, 1996 5.12%
March, 1996 5.97%
February, 1996 6.26%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.65%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $3,179,663,112.27
01:36:38 PM EXHIBIT 99. 5
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-A
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 09/15/04
Blended Coupon 5.8164%
Excess Protection Level
3 Month Average 5.74%
April, 1996 4.96%
March, 1996 5.94%
February, 1996 6.32%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.82%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $575,000,000.00
Seller Participation Amount $3,179,663,112.27
11:57:49 AM EXHIBIT 99. 6
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-B
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 06/15/00
Blended Coupon 5.6961%
Excess Protection Level
3 Month Average 5.86%
April, 1996 5.08%
March, 1996 6.06%
February, 1996 6.44%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.70%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $750,000,000.00
Seller Participation Amount $3,179,663,112.27
02:57:14 PM EXHIBIT 99. 7
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-C
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 7/15/05
Blended Coupon 6.4066%
Excess Protection Level
3 Month Average 5.81%
April, 1996 5.02%
March, 1996 6.01%
February, 1996 6.39%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.75%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $575,000,000.00
Seller Participation Amount $3,179,663,112.27
09:07:10 AM EXHIBIT 99. 8
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-D
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 7/17/00
Blended Coupon 6.0358%
Excess Protection Level
3 Month Average 5.94%
April, 1996 5.15%
March, 1996 6.15%
February, 1996 6.51%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.62%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $500,000,000.00
Seller Participation Amount $3,179,663,112.27
02:12:22 PM EXHIBIT 99. 9
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-E
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 09/16/02
Blended Coupon 5.7585%
Excess Protection Level
3 Month Average 5.80%
April, 1996 5.01%
March, 1996 6.00%
February, 1996 6.38%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.76%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $500,000,000.00
Seller Participation Amount $3,179,663,112.27
04:22:30 PM EXHIBIT 99. 10
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-F
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 09/15/00
Blended Coupon 6.5741%
Excess Protection Level
3 Month Average 4.88%
April, 1996 4.20%
March, 1996 5.25%
February, 1996 5.21%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 8.57%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $500,000,000.00
Seller Participation Amount $3,179,663,112.27
12:30:08 PM EXHIBIT 99. 11
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-I
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 11/15/00
Blended Coupon 5.6962%
Excess Protection Level
3 Month Average 5.89%
April, 1996 5.08%
March, 1996 6.07%
February, 1996 6.53%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.70%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $750,000,000.00
Seller Participation Amount $3,179,663,112.27
03:43:23 PM EXHIBIT 99. 12
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-J
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 12/16/02
Blended Coupon 5.7669%
Excess Protection Level
3 Month Average 5.82%
April, 1996 5.00%
March, 1996 5.99%
February, 1996 6.46%
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.77%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $500,000,000.00
Seller Participation Amount $3,179,663,112.27
04:29:31 PM EXHIBIT 99. 13
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-A
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 03/17/03
Blended Coupon 5.7380%
Excess Protection Level
3 Month Average 4.47%
April, 1996 5.03%
March, 1996 3.90%
February, 1996 N/A
Cash Yield 16.71%
Investor Charge Offs 3.94%
Base Rate 7.74%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $700,000,000.00
Seller Participation Amount $3,179,663,112.27
05:16:18 PM EXHIBIT 99. 14
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-B
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 04/17/06
Blended Coupon 5.7650%
Excess Protection Level
3 Month Average 3.05%
April, 1996 3.05%
March, 1996 N/A
February, 1996 N/A
Cash Yield 16.84%
Investor Charge Offs 3.55%
Base Rate 10.24%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $500,000,000.00
Seller Participation Amount $3,179,663,112.27
* For the purposes of calculating the Base Rate and Excess Protection
Level, a Coupon of 8.24% (35/360) was used. The Base Rate
was calculated using a 36 day monthly period, 3/26/96 - 4/30/96
12:51:57 PM EXHIBIT 99. 15
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-C
KEY PERFORMANCE FACTORS
APRIL, 1996
Expected B Maturity 04/16/01
Blended Coupon 5.6442%
Excess Protection Level
3 Month Average 3.31%
April, 1996 3.31%
March, 1996 N/A
February, 1996 N/A
Cash Yield 17.02%
Investor Charge Offs 3.58%
Base Rate 10.13%
Over 35 Day Delinquency 4.01%
Seller's Interest 21.75%
Total Payment Rate 10.71%
Total Principal Balance $14,617,538,112.27
Investor Participation Amount $500,000,000.00
Seller Participation Amount $3,179,663,112.27
* For the purposes of calculating the Base Rate and Excess Protection
Level, a Coupon of 8.13% (34/360) was used. The Base Rate
was calculated using a 35 day monthly period, 3/27/96 - 4/30/96
