SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MBNA America Bank, National Association
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(Exact name of registrant as specified in its charter)
United States 51-
0331454
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(State of incorporation or organization) (IRS
Employer
Identification No.)
400 Christiana Road
Newark, Delaware 19713
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(Address of principal executive offices) (Zip
Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
MBNA Master Credit Card Trust II
Class A Floating Rate Asset Backed Certificates, Series
1996-E
Class B Floating Rate Asset Backed Certificates, Series
1996-E
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
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The description of the Floating Rate Asset Backed
Certificates appearing under the captions entitled:
"Summary of Terms"; "The Receivables"; "Maturity
Assumptions"; "Receivable Yield Considerations"; and
"Description of the Certificates" in the Prospectus
Supplement dated May 14, 1996 and "Prospectus Summary";
"Risk Factors"; "The Receivables"; "Maturity
Assumptions"; "Description of the Certificates"; "Certain
Legal Aspects of the Receivables"; "Certain Federal
Income Tax Consequences"; and "ERISA Considerations" in
the Prospectus, dated May 14, 1996 (the Prospectus and
the Prospectus Supplement are incorporated herein by
reference as Exhibit 5).
Item 2. Exhibits.
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Exhibit 1--Form of specimens of certificates representing
Class A Floating Rate Asset Backed Certificates,
Series 1996-E and Class B Floating Rate Asset
Backed Certificates, Series 1996-E.
Exhibit 2--Pooling and Servicing Agreement (included in
Exhibit 4 to the Registrant's Form 8-K, as filed
with the Securities and Exchange Commission on
October 14, 1994, which is incorporated herein
by reference).
Exhibit 3--First Amendment to Pooling and Servicing
Agreement, dated as of March 11, 1996 (included
in Exhibit 3 to the Registrant's Form 8-A, as
filed with the Securities and Exchange
Commission on April 5, 1996, which is
incorporated herein by reference).
Exhibit 4--Series 1996-E Supplement
Exhibit 5--Prospectus Supplement dated May 14, 1996
together with the Prospectus dated May 14, 1996,
as filed with the Securities and Exchange
Commission on May 15, 1996, pursuant to Rule 424
(b) (5).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused
this Form 8-A to be signed on its behalf by the undersigned,
thereto duly authorized.
MBNA AMERICA
BANK,
NATIONAL
ASSOCIATION
Date: May 21, 1996 By: /s/ Edward A. Harycki
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Edward A. Harycki
Vice President
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 1 $200,000,000
CUSIP No. 55262TBJ1
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-E
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-E Supplement dated as of May 21, 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-E 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-E Certificates with the intention that the
Series 1996-E 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-E Certificateholder (or
Series 1996-E Certificate Owner) by acceptance of its Series 1996-E
Certificate (or in the case of a Series 1996-E Certificate Owner, by
virtue of such Series 1996-E 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-E 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-E
Certificateholder agrees that it will cause any Series 1996-E
Certificate Owner acquiring an interest in a Series 1996-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as of
May 21, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $56,250,000 as of the Closing Date. The Collateral Initial
Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.17% 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 July 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 May 2003 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:
(a) Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or
the Holder of the Seller Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Allocate to the Investor Certificateholders the
product of (y) the Investor Percentage on the Date of
Processing of such Collections and (z) the aggregate amount
of Collections of Finance Charge Receivables on such Date of
Processing, and of that allocation, deposit in the Finance
Charge Account an amount equal to either (I) (A) prior to
the 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.
(b) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period, the Servicer
shall, prior to the close of business on the day any Collections
are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Seller Certificate and pay
or deposit from the Collection Account the following amounts as
set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09 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.
(c) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior
to the close of business on the day any Collections are deposited
in the Collection Account, allocate to the Investor
Certificateholders and pay or deposit from the Collection Account
the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09 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-E 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-E 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-E 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 the day prior to such first Distribution Date; 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-E
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-E 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-E Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the presentation or
surrender of this Series 1996-E Certificate or the making of any
notation thereon; provided that with respect to Series 1996-E
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-E Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-E
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-E 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-E Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-E 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: /s/ Thomas Dunn
Authorized Officer
[Seal]
Attested to:
By: /s/ John Scheflen
Cashier
Date: May 21, 1996
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-E Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Authorized Signatory
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 2 $200,000,000
CUSIP No. 55262TBJ1
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-E
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-E Supplement dated as of May 21, 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-E 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-E Certificates with the intention that the
Series 1996-E 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-E Certificateholder (or
Series 1996-E Certificate Owner) by acceptance of its Series 1996-E
Certificate (or in the case of a Series 1996-E Certificate Owner, by
virtue of such Series 1996-E 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-E 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-E
Certificateholder agrees that it will cause any Series 1996-E
Certificate Owner acquiring an interest in a Series 1996-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as of
May 21, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $56,250,000 as of the Closing Date. The Collateral Initial
Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.17% 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 July 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 May 2003 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:
(d) 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.
(e) 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.
(f) 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-E 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-E 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-E 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 the day prior to such first Distribution Date; 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-E
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-E 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-E Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the presentation or
surrender of this Series 1996-E Certificate or the making of any
notation thereon; provided that with respect to Series 1996-E
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-E Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-E
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-E 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-E Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-E 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: /s/ Thomas Dunn
Authorized Officer
[Seal]
Attested to:
By: /s/ John Scheflen
Cashier
Date: May 21, 1996
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-E Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Authorized Signatory
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 3 $200,000,000
CUSIP No. 55262TBJ1
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-E
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-E Supplement dated as of May 21, 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-E 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-E Certificates with the intention that the
Series 1996-E 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-E Certificateholder (or
Series 1996-E Certificate Owner) by acceptance of its Series 1996-E
Certificate (or in the case of a Series 1996-E Certificate Owner, by
virtue of such Series 1996-E 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-E 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-E
Certificateholder agrees that it will cause any Series 1996-E
Certificate Owner acquiring an interest in a Series 1996-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as of
May 21, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $56,250,000 as of the Closing Date. The Collateral Initial
Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.17% 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 July 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 May 2003 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:
(g) 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.
(h) 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.
(i) 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-E 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-E 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-E 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 the day prior to such first Distribution Date; 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-E
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-E 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-E Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the presentation or
surrender of this Series 1996-E Certificate or the making of any
notation thereon; provided that with respect to Series 1996-E
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-E Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-E
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-E 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-E Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-E 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: /s/ Thomas Dunn
Authorized Officer
[Seal]
Attested to:
By: /s/ John Scheflen
Cashier
Date: May 21, 1996
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-E Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Authorized Signatory
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 4 $37,500,000
CUSIP No. 55262TBJ1
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-E
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-E Supplement dated as of May 21, 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-E 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-E Certificates with the intention that the
Series 1996-E 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-E Certificateholder (or
Series 1996-E Certificate Owner) by acceptance of its Series 1996-E
Certificate (or in the case of a Series 1996-E Certificate Owner, by
virtue of such Series 1996-E 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-E 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-E
Certificateholder agrees that it will cause any Series 1996-E
Certificate Owner acquiring an interest in a Series 1996-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as of
May 21, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $56,250,000 as of the Closing Date. The Collateral Initial
Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.17% 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 July 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 May 2003 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:
(j) 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.
(k) 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.
(l) 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-E 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-E 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-E 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 the day prior to such first Distribution Date; 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-E
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-E 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-E Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the presentation or
surrender of this Series 1996-E Certificate or the making of any
notation thereon; provided that with respect to Series 1996-E
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-E Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-E
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-E 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-E Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-E 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: /s/ Thomas Dunn
Authorized Officer
[Seal]
Attested to:
By: /s/ John Scheflen
Cashier
Date: May 21, 1996
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-E Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: /s/ Joseph G. Ernst
Authorized Signatory
CLASS B
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 1 $56,250,000
CUSIP No. 55262TBK8
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-E
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-E Supplement dated as of May 21, 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-E 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-E Certificates with the intention that the
Series 1996-E 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-E Certificateholder (or
Series 1996-E Certificate Owner) by acceptance of its Series 1996-E
Certificate (or in the case of a Series 1996-E Certificate Owner, by
virtue of such Series 1996-E 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-E 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-E
Certificateholder agrees that it will cause any Series 1996-E
Certificate Owner acquiring an interest in a Series 1996-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as of
May 21, 1996 (the "Closing Date"). The Class B Initial Investor
Interest is $56,250,000 as of the Closing Date. The Collateral Initial
Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, at the
rate of 0.31% 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 July 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 June 2003 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:
(m) 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.
(n) 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.
(o) 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-E 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-E 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-E 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 the day prior to such first
Distribution Date; 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-E
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-E 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-E Certificateholder of record appearing in
the Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the presentation or
surrender of this Series 1996-E Certificate or the making of any
notation thereon; provided that with respect to Series 1996-E
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-E Certificates nor the Accounts or
Receivables are insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. This Series 1996-E
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-E 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-E Certificateholders to receive payment from the
Trust will terminate on the first Business Day following the Series
1996-E 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: /s/ Thomas Dunn
Authorized Officer
[Seal]
Attested to:
By: /s/ John Scheflen
Cashier
Date: May 21, 1996
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-E Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By: /s/ Joseph G. Ernst
Authorized Signatory
(..continued)
EXECUTION COPY
_________________________________________________________________
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1996-E Certificateholders
________________________________________
SERIES 1996-E SUPPLEMENT
Dated as of May 21, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
Series 1996-E
_________________________________________________________________
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 34
SECTION 4.11 Excess Spread 35
SECTION 4.12 Reallocated Principal Collections 36
SECTION 4.13 Shared Principal Collections 37
SECTION 4.14 Principal Funding Account 38
SECTION 4.15 Reserve Account 39
SECTION 4.16 Determination of LIBOR 41
SECTION 4.17 Seller's or Servicer's Failure to Make
a Deposit or Payment 42
SECTION 8. Article V of the Agreement 42
SECTION 5.01 Distributions 42
SECTION 5.02 Monthly Series 1996-E
Certificateholders' Statement 43
SECTION 9. Series 1996-E Pay Out Events 45
SECTION 10. Series 1996-E Termination 47
SECTION 11. Periodic Finance Charges and Other Fees 47
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 48
SECTION 17. No Petition 48
SECTION 18. Certain Tax Related Amendments 48
SECTION 19. Tax Representation and Covenant 49
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-E Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
SERIES 1996-E SUPPLEMENT, dated as of May 21, 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-E Certificates." The two classes shall be
designated the Class A Floating Rate Asset Backed Certificates,
Series 1996-E (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1996-E (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-E (the "Collateral Interest").
(b)
(b) Series 1996-E shall be included in Group One (as
defined below). Series 1996-E 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-E) 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-E 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, a
per annum rate equal to 0.17% per annum in excess of LIBOR, as
determined on the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in
whose name a Class A Certificate is registered in the Certificate
Register.
"Class A Certificates" shall mean any of the
certificates executed by the Seller and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1
hereto.
"Class A Deficiency Amount" shall have the meaning
specified in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with respect to
any Monthly Period following the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class A Investor Interest
as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the
Revolving Period.
"Class A Floating Allocation" shall mean, with respect
to any Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class A Adjusted Investor Interest as of the
close of business on the last day of the preceding Monthly Period
and the denominator of which is equal to the Adjusted Investor
Interest as of the close of business on such day; provided,
however, that, with respect to the first Monthly Period, the
Class A Floating Allocation shall mean the percentage equivalent
of a fraction, the numerator of which is the Class A Initial
Investor Interest and the denominator of which is the Initial
Investor Interest.
"Class A Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class A Certificates,
which is $637,500,000.
"Class A Investor Allocation" shall mean with respect
to any Monthly Period, (a) with respect to Default Amounts and
Finance Charge Receivables at any time and Principal Receivables
during the Revolving Period, the Class A Floating Allocation, and
(b) with respect to Principal Receivables during the Controlled
Accumulation Period or 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 May
2003 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 June 16, 1996, and from June 17, 1996 through July
14, 1996 and with respect to each Interest Period thereafter, a
per annum rate equal to 0.31% 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 $56,250,000.
"Class B Investor Allocation" shall mean with respect
to any Monthly Period, (a) with respect to Default Amounts and
Finance Charge Receivables at any time or Principal Receivables
during the Revolving Period, the Class B Floating Allocation, and
(b) with respect to Principal Receivables during the Controlled
Accumulation Period or 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 June
2003 Distribution Date.
"Class B Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Closing Date" shall mean May 21, 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 $56,250,000.
"Collateral Interest" shall mean, on any date of
determination, a fractional undivided interest in the Trust which
shall consist of the right to receive, to the extent necessary to
make the required payments to the Collateral Interest Holder
under this Series Supplement, the portion of Collections
allocable thereto under the Agreement and this Series Supplement,
and funds on deposit in the Collection Account allocable thereto
pursuant to the Agreement and this Series Supplement; provided
that, with respect to any date, the Collateral Interest shall be
an amount equal to (a) the Collateral Initial Interest, minus (b)
the aggregate amount of principal payments made to the Collateral
Interest Holder prior to such date, minus (c) the aggregate
amount of Collateral Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(c), minus (d) the amount of
Reallocated Principal Collections allocated pursuant to
subsections 4.12(a) and (b) on all prior Transfer Dates, minus
(e) an amount equal to the amount by which the Collateral
Interest has been reduced on all prior Transfer Dates pursuant to
subsections 4.10(a) and (b), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(h), for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided further, however, that the Collateral Interest may
not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the
meaning specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly
interest distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.06(c).
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.07(c).
"Collateral Rate" shall mean, for any Interest Period,
the rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period
prior to the payment in full of the Class A Investor Interest,
$53,125,000; 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 April 30, 2002 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-E Termination
Date.
"Controlled Deposit Amount" shall mean, with respect to
any Transfer Date, the sum of (a) the Controlled Accumulation
Amount for such Transfer Date and (b) any existing Accumulation
Shortfall.
"Covered Amount" shall mean an amount, determined as of
each Transfer Date with respect to any Interest Period, equal to
the 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 July 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-E 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-E) which are in an Amortization Period or
Accumulation Period (as such terms are defined in the related
Supplements for all Series in Group One), the sum of (a) the
Controlled Distribution Amount for the related Transfer Date for
any Series in its Controlled Amortization Period (as such terms
are defined in the related Supplements for all Series in Group
One), (b) the Controlled Deposit Amount for the related Transfer
Date for any Series in its Accumulation Period, other than its
Rapid Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in Group One),
(c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the
following Distribution Date for any Series in Group One in its
Principal Amortization Period or Rapid Amortization Period (as
such terms are defined in the related Supplements for all Series
in Group One), (d) the Adjusted Investor Interest as of the end
of the prior Monthly Period taking into effect any payments or
deposits to be made on the following Transfer Date and
Distribution Date for any Series in Group One in its Rapid
Accumulation Period (as such terms are defined in the related
Supplements for all Series in Group One), (e) the excess of the
Collateral Interest as of the Transfer Date occurring in such
Monthly Period over the Required Collateral Interest for the
related Transfer Date, assuming no Accumulation Shortfall and (f)
such other amounts as may be specified in the related
Supplements for all Series in Group One.
"Initial Investor Interest" shall mean $750,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, 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 May 17, 1996 for
the period from the Closing Date through June 16, 1996, June 13,
1996 for the period from June 17, 1996 through July 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 May 21, 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 June 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-E 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-E 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, $56,250,000 and (b) on any Transfer Date thereafter,
7.5% of the sum of the Class A Adjusted Investor Interest and the
Class B Investor Interest on such Transfer Date, after taking
into account deposits into the Principal Funding Account on such
Transfer Date and payments to be made on the related Distribution
Date, and the Collateral Interest on the prior Transfer Date,
after any adjustments to be made on such date, but not less than
$22,500,000; provided, however, that (x) if either (i) there is a
reduction in the Collateral Interest pursuant to clause (c), (d)
or (e) of the definition of such term or (ii) a Pay Out Event
with respect to the Investor Certificates has occurred, the
Required Collateral Interest for any Transfer Date shall equal
the Required Collateral Interest for the Transfer Date
immediately preceding such reduction or Pay Out Event, (y) in no
event shall the Required Collateral Interest exceed the sum of
the outstanding principal amounts of (i) the Class A Certificates
and (ii) the Class B Certificates, each as of the last day of the
Monthly Period preceding such Transfer Date after taking into
account the payments to be made on the related Distribution Date
and (z) the Required Collateral Interest may be reduced at the
Seller's option at any time to a lesser amount if the Seller, the
Servicer, the Collateral Interest Holder and the Trustee have
been provided evidence that the Rating Agency Condition shall
have been satisfied.
"Required Reserve Account Amount" shall mean, with
respect to any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.5% of the outstanding
principal balance of the Class A Certificates or (b) any other
amount designated by the Seller; provided, however, that if such
designation is of a lesser amount, the Seller shall (i) provide
the Servicer, the Collateral Interest Holder and the Trustee with
evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known
to such officer at such time, in the reasonable belief of the
Seller, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time,
would cause a Pay Out Event to occur with respect to Series
1996-E.
"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-E" shall mean the Series of the MBNA
Master Credit Card Trust II represented by the Investor
Certificates.
"Series 1996-E Certificateholders" shall mean the
holder of record of a Series 1996-E Certificate.
"Series 1996-E Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1996-E Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1996-E Termination Date" shall mean the
earliest to occur of (a) the Distribution Date on which the
Investor Interest is paid in full, (b) the October 2005
Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to
any Transfer Date, the excess, if any, of (a) (i) with respect to
any Transfer Date relating to the Controlled Accumulation Period,
the 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
$625,000.
"Shared Principal Collections" shall mean, with respect
to any Transfer Date, either (a) the amount allocated to the
Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series in
Group One or (b) the amounts allocated to the investor
certificates of other Series in Group One which the applicable
Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the
Series Principal Shortfall with respect to the Investor
Certificates.
"Telerate Page 3750" shall mean the display page
currently so designated on the Dow Jones Telerate Service (or
such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).
"Unallocated Principal Collections" shall have the
meaning specified in subsection 4.05(d).
(2) The share of the Servicing Fee allocable to Series
1996-E with respect to any Transfer Date (the "Investor Servicing
Fee") shall be equal to one-twelfth of the product of (i) the
Series Servicing Fee Percentage and (ii) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first
Transfer Date, the Investor Servicing Fee shall be equal to
$1,666,666.67. On each Transfer Date for which the Seller or The
Bank of New York is the Servicer, the Servicer Interchange with
respect to the related Monthly Period that is on deposit in the
Finance Charge Account shall be withdrawn from the Finance Charge
Account and paid to the Servicer in payment of a portion of the
Investor Servicing Fee with respect to such Monthly Period.
Should the Servicer Interchange on deposit in the Finance Charge
Account on any Transfer Date with respect to the related Monthly
Period be less than one-twelfth of 0.75% of the Adjusted Investor
Interest as of the last day of such Monthly Period, the Investor
Servicing Fee with respect to such Monthly Period will not be
paid to the extent of such insufficiency of Servicer Interchange
on deposit in the Finance Charge Account. The Servicer
Interchange with respect to the first Transfer Date may equal but
shall not exceed $625,000. 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 $885,416.67. 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 $78,125. The share of the Investor Servicing
Fee allocable to the Collateral Interest with respect to any
Transfer Date (the "Collateral Interest Servicing Fee", and
together with the Class A Servicing Fee and the Class B Servicing
Fee, the "Certificateholder Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Collateral Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the
Adjusted Investor Interest as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Collateral Interest
Servicing Fee shall be equal to $78,125. 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)
(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-E, 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-E 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)
(b) The Depository for Series 1996-E 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:
(d)
(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)
(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 on
such Transfer Date.
(k)
(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)
(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:
(q)
(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-E; 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-E Termination
Date, in which case on the Series 1996-E 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-E; 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 April 30, 2002; provided,
however, that, if the Accumulation Period Length (determined as
described below) is less than 12 months, the date on which the
Controlled Accumulation Period actually commences will be delayed
to the first Business Day of the month that is the number of
whole months prior to the 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 April 2002
Distribution Date, and each Determination Date thereafter until
the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the
number of whole months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number;
provided, however, that the Accumulation Period Length will not
be determined to be less than one month.
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)
(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)
(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)
(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-E 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)
(pp) Shared Principal Collections allocable to Series
1996-E with respect to any Transfer Date shall mean an amount
equal to the Series Principal Shortfall, if any, with respect to
Series 1996-E 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-E 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-E 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)
(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)
(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-E 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)
(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-E 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
(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 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.
(eee) 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-E Certificateholders'
Statement.
(fff) On or before each Distribution Date, the Trustee
shall forward to each Series 1996-E 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):
(ggg)
(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.
(ggg) 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-E
Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the
regular monthly report to Series 1996-E 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-E 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-E 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-E Pay Out Events. If any one
of the following events shall occur with respect to the Investor
Certificates:
(hhh) 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-E 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-E, and
continues to affect materially and adversely the interests of the
Series 1996-E Certificateholders (which determination shall be
made without reference to whether any funds are available under
the Collateral Interest) for such period;
(iii)
(iii) 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-E, and (ii)
as a result of which the interests of the Series 1996-E
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-E 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;
(jjj) the average Portfolio Yield for any three
consecutive Monthly Periods is less than the average Base Rate
for such period;
(kkk) the Seller shall fail to convey Receivables
arising under Additional Accounts, or Participations, to the
Trust, as required by subsection 2.06(a);
(lll) any Servicer Default shall occur which would have
a material adverse effect on the Series 1996-E
Certificateholders; or
(mmm) 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, if any, either the Trustee or Holders of
Series 1996-E Certificates and the Collateral Interest Holder
evidencing Undivided Interests aggregating not less than 50% of
the Investor Interest of this Series 1996-E 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-E 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-E 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-E Termination. The right of
the Investor Certificateholders to receive payments from the
Trust will terminate on the first Business Day following the
Series 1996-E 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-E 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.
(nnn) 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.
(ooo)
(ooo) 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:
(ppp) 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.
(qqq)
(qqq) 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.
(rrr) 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-E Certificate
hereby covenant and agree that they will not at any time
institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States
Federal or state bankruptcy or similar law in connection with any
obligations relating to the Investor Certificateholders, the
Agreement or this Series Supplement.
SECTION 18. Certain Tax Related Amendments. In
addition to being subject to amendment pursuant to any other
provisions relating to amendments in either the Agreement or this
Series Supplement, this Series Supplement may be amended by the
Seller without the consent of the Servicer, Trustee or any
Investor Certificateholder if the Seller provides the Trustee
with (i) an Opinion of Counsel to the effect that such amendment
or modification would reduce the risk the Trust would be treated
as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or
modification would not materially and adversely affect any
Investor Certificateholder; provided, that no such amendment
shall be deemed effective without the Trustee's consent, if the
Trustee's rights, duties and obligations hereunder are thereby
modified. Promptly after the effectiveness of any amendment
pursuant to this Section 18, the Seller shall deliver a copy of
such amendment to each of the Servicer, the Trustee and each
Rating Agency.
SECTION 19. Tax Representation and Covenant. Any
holder of an interest in the Trust acquired pursuant to Section
12.01(b) in respect of the Series 1996-E 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-E 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:____________________________
Name: Edward A. Harycki
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:_______________________________
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-E
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCardr and VISAr* 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-E Supplement dated as of May 21, 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-E
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-E Certificates with the intention
that the Series 1996-E 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-E
Certificateholder (or Series 1996-E Certificate Owner) by
acceptance of its Series 1996-E Certificate (or in the case of a
Series 1996-E Certificate Owner, by virtue of such Series 1996-E
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-E 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-E Certificateholder agrees that it will cause any Series
1996-E Certificate Owner acquiring an interest in a Series 1996-E
Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as of May 21, 1996 (the
"Closing Date"). The Class B Initial Investor Interest is
$56,250,000 as of the Closing Date. The Collateral Initial
Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996
through July 14, 1996 and with respect to each Interest Period
thereafter, at the rate of 0.17% 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 July
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 May 2003 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:
(sss) 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:
(ttt)
(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.
(ttt) 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.
(uuu) 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-E 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-E 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-E
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 the day prior to such
first Distribution Date; 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-E
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-E 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-E Certificateholder of record appearing in the
Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the
presentation or surrender of this Series 1996-E Certificate or
the making of any notation thereon; provided that with respect to
Series 1996-E 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-E Certificates nor the
Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
This Series 1996-E 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-E 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-E Certificateholders to receive payment
from the Trust will terminate on the first Business Day following
the Series 1996-E 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-E 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-E
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCardr and VISAr* 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-E Supplement dated as of May 21, 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-E
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-E Certificates with the intention
that the Series 1996-E 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-E
Certificateholder (or Series 1996-E Certificate Owner) by
acceptance of its Series 1996-E Certificate (or in the case of a
Series 1996-E Certificate Owner, by virtue of such Series 1996-E
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-E 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-E Certificateholder agrees that it will cause any Series
1996-E Certificate Owner acquiring an interest in a Series 1996-E
Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1996-E 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-E" (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-E" (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-E" (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 $637,500,000 as
of May 21, 1996 (the "Closing Date"). The Class B Initial
Investor Interest is $56,250,000 as of the Closing Date. The
Collateral Initial Interest is $56,250,000 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 June 16, 1996, and from June 17, 1996
through July 14, 1996 and with respect to each Interest Period
thereafter, at the rate of 0.31% 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 July
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 June 2003 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:
(vvv) 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:
(www)
(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.
(www) 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.
(xxx) 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-E 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-E 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-E
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 the day prior to such first Distribution
Date; 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-E
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-E 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-E Certificateholder of record appearing in the
Certificate Register and except for the final distribution in
respect of this Series 1996-E Certificate, without the
presentation or surrender of this Series 1996-E Certificate or
the making of any notation thereon; provided that with respect to
Series 1996-E 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-E Certificates nor the
Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
This Series 1996-E 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-E 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-E Certificateholders to receive payment
from the Trust will terminate on the first Business Day following
the Series 1996-E 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-E 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-E
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-E 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-E Supplement and Section 4.09 of the Pooling
and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series 1996-E
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-E CERTIFICATEHOLDERS' STATEMENT
Series 1996-E
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-E 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-E
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:
$__________
____%
1.
Investor Default Amount
(a)
The Aggregate Investor Default
Amount for the related Monthly
Period
$__________
(b)
The Class A Investor Default
Amount for the related Monthly
Period
$__________
(c)
The Class B Investor Default
Amount for the related Monthly
Period
$__________
(d)
The Collateral Default
Amount for the related Monthly
Period
$__________
2.
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
$__________
3.
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
$__________
4. 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
$__________
5. 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
$__________
6. 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
$__________
7.
Reserve Draw Amount
$__________
8.
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
$__________
9.
Portfolio Yield
(a)
The Portfolio Yield for the
related Monthly Period
____%
(b)
The Portfolio Adjusted
Yield for the related
Monthly Period
____%
A. 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-E
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-E
Certificates
$__________
7.
The aggregate amount of funds on
deposit in the Principal Account
allocable to the Series 1996-E
Certificates
$__________
8.
The aggregate amount of funds on
deposit in the Principal Funding
Account allocable to the Series 1996-E
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-E 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:
* MasterCardr and Visar are federally registered servicemarks
of MasterCard International Inc. and of Visa U.S.A., Inc.,
respectively.
* MasterCardr and Visar are federally registered servicemarks
of MasterCard International Inc. and of Visa U.S.A., Inc.,
respectively.
(..continued)
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