EXECUTION COPY
_________________________________________________________________
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1997-B Certificateholders
________________________________________
SERIES 1997-B SUPPLEMENT
Dated as of February 27, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
Series 1997-B
_________________________________________________________________
TABLE OF CONTENTS
Page
SECTION 1. Designation 1
SECTION 2. Definitions 2
SECTION 3. Servicing Compensation and Assignment of
Interchange 19
SECTION 4. Reassignment and Transfer Terms 21
SECTION 5. Delivery and Payment for the Investor
Certificates 21
SECTION 6. Depository; Form of Delivery of Investor
Certificates 22
SECTION 7. Article IV of Agreement 22
SECTION 4.04 Rights of Certificateholders and the
Class C Interest Holders 22
SECTION 4.05 Allocations 23
SECTION 4.06 Determination of Monthly
Interest 27
SECTION 4.07 Determination of Monthly
Principal 29
SECTION 4.08 Coverage of Required Amount
30
SECTION 4.09 Monthly Payments 31
SECTION 4.10 Investor Charge-Offs 35
SECTION 4.11 Excess Spread 37
SECTION 4.12 Reallocated Principal
Collections 38
SECTION 4.13 Shared Principal Collections
39
SECTION 4.14 Principal Funding Account
40
SECTION 4.15 Reserve Account 41
SECTION 4.16 Determination of LIBOR 43
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment 44
SECTION 8. Article V of the Agreement 44
SECTION 5.01 Distributions 45
SECTION 5.02 Monthly Series 1997-B
Certificateholders' Statement 46
SECTION 9. Series 1997-B Pay Out Events 46
SECTION 10. Series 1997-B Termination 48
SECTION 11. Periodic Finance Charges and Other Fees 48
SECTION 12. Counterparts 48
SECTION 13. Governing Law 48
SECTION 14. Additional Notices 48
SECTION 15. Additional Representations and Warranties of
the Servicer 48
SECTION 16. No Petition 49
SECTION 17. Certain Tax Related Amendments 49
SECTION 18. Tax Representation and Covenant 49
SECTION 19. Seller's Direction to Trustee 50
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 1997-B Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
SERIES 1997-B SUPPLEMENT, dated as of February 27, 1997
(this "Series Supplement"), by and between MBNA AMERICA BANK, NATIONAL
ASSOCIATION, a national banking association, as Seller and Servicer, and
THE BANK OF NEW YORK, as Trustee under the Pooling and Servicing
Agreement dated as of August 4, 1994 between MBNA America Bank, National
Association and the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing
the delivery by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof. In addition, certain terms of the Class C
Interests and certain related matters shall be specified in the Class C
Supplemental Agreement, which is a supplement to this Series Supplement.
References to this Series Supplement shall, unless the context
otherwise requires, include the Class C Supplemental Agreement.
(a) There is hereby created a Series of Investor Certificates
to be issued in three classes pursuant to the Agreement and this Series
Supplement and to be known together as "Series 1997-B." The three
classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 1997-B (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1997-B (the "Class B
Certificates," and together with the Class A Certificates, the "Series
1997-B Certificates") and the Class C Floating Rate Asset Backed
Interests, Series 1997-B (the "Class C Interests"). The Class A
Certificates and the Class B Certificates shall be substantially in the
form of Exhibits A-1 and A-2 hereto, respectively. The Class C
Interests shall be issued in uncertificated form and shall be deemed to
be an "Investor Certificate" for all purposes under the Agreement and
this Series Supplement, except as expressly provided herein.
(b) Series 1997-B shall be included in Group One (as defined
below). Series 1997-B shall not be subordinated to any other Series.
(c) The Class C Interest Holders, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of
the Agreement and this Series Supplement (including the Class C
Supplemental Agreement). Notwithstanding the foregoing, except as
expressly provided herein, the provisions of Article VI and Article XII
of the Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates and
the opinion described in Section 6.09(b)(d)(i) and clause (a) and (c) of
the definition of Tax Opinion in Section 1.01 of the Agreement shall not
be applicable to the Class C Interests.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall mean
Articles, Sections or subsections of the Agreement, except as otherwise
provided herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined herein shall
relate only to the Investor Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of
the definition of Group One Monthly Principal Payment as such term is
defined in each Supplement relating to Group One, the Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the
initial investor interests of all outstanding Series, and the
denominator of which is equal to the sum of (a) the Initial Investor
Interest, (b) the initial investor interests of all outstanding Series
(other than Series 1997-B) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
outstanding Series which are not allocating Shared Principal Collections
to other Series and are in their revolving periods; provided, however,
that this definition may be modified at anytime if the Rating Agency
Condition with respect to such modification is satisfied.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.09(i).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the
Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Monthly Period over the amount deposited
into the Principal Funding Account pursuant to subsections 4.09(e)(i),
4.09(e)(ii) and 4.09(e)(iii) with respect to the Class A Certificates,
the Class B Certificates and the Class C Interests, respectively, for
the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the sum of (a) the Class A
Adjusted Investor Interest and (b) the Class B Adjusted Investor
Interest and (c) the Class C Adjusted Investor Interest.
"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in
respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Class C Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which pursuant
to Section 4.12 are required to fund the Class A Required Amount and the
Class B Required Amount, plus (c) the amount of Shared Principal
Collections with respect to Group One that are allocated to Series
1997-B in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (after taking into account any interest and
earnings retained in the Reserve Account pursuant to subsection 4.15(b)
on such date, but before giving effect to any deposit made or to be made
pursuant to subsection 4.11(i) to the Reserve Account on such date) and
(b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Class C Monthly Interest, each for the related
Interest Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly Period and the
denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Book-Entry Register" shall mean the register maintained
pursuant to the Class C Supplemental Agreement providing for the
registration of the Class C Interests and the transfers thereof.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class A
Investor Interest minus the funds on deposit in the Principal Funding
Account (up to the Class A Investor Interest) on such date of
determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) with respect to any Monthly
Period during the Controlled Accumulation Period, the Principal Funding
Investment Proceeds to be treated as Class A Available Funds pursuant to
subsection 4.14(b)(i), if any, with respect to the related Transfer Date
and (c) amounts, if any, to be withdrawn from the Reserve Account which
will be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Class A Available Funds pursuant to
subsections 4.15(b) and 4.15(d)(i).
"Class A Certificate Rate" shall mean from the Closing Date
through March 16, 1997, from March 17, 1997 through April 14, 1997 and
from April 15, 1997 through May 14, 1997 and with respect to each
Interest Period thereafter, a per annum rate equal to 0.16% per annum in
excess of LIBOR, as determined on the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified
in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class A Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Class A Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class A Certificates, which is
$850,000,000.
"Class A Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs pursuant
to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed
pursuant to subsection 4.11(b) prior to such date of determination;
provided, however, that the Class A Investor Interest may not be reduced
below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class B
Investor Interest minus the excess, if any, of the Principal Funding
Account Balance over the Class A Investor Interest on such date of
determination (the amount of such excess not to exceed the Class B
Investor Interest).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) with respect to any Monthly
Period during the Controlled Accumulation Period, the Principal Funding
Investment Proceeds to be treated as Class B Available Funds pursuant to
subsection 4.14(b)(ii), if any, with respect to the related Transfer
Date and (c) amounts, if any, to be withdrawn from the Reserve Account
which will be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Class B Available Funds pursuant to
subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean from the Closing Date
through March 16, 1997, from March 17, 1997 through April 14, 1997 and
from April 15, 1997 through May 14, 1997 and with respect to each
Interest Period thereafter, a per annum rate equal to 0.35% per annum in
excess of LIBOR, as determined on the related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified
in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class B Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Class B Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is
$75,000,000.
"Class B Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a)
on all prior Transfer Dates for which the Class C Investor Interest has
not been reduced, minus (e) an amount equal to the amount by which the
Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(d), for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below
zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified
in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Class C Additional Interest" shall have the meaning
specified in subsection 4.06(c).
"Class C Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class C
Investor Interest minus the excess, if any, of the Principal Funding
Account Balance over the sum of the Class A Investor Interest and the
Class B Investor Interest on such date of determination (the amount of
such excess not to exceed the Class C Investor Interest).
"Class C Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class C Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) with respect to any Monthly
Period during the Controlled Accumulation Period, the Principal Funding
Investment Proceeds to be treated as Class C Available Funds pursuant to
subsection 4.14(b)(iii), if any, with respect to the related Transfer
Date and (c) amounts, if any, to be withdrawn from the Reserve Account
which will be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Class C Available Funds pursuant to
subsection 4.15(d)(iii).
"Class C Deficiency Amount" shall have the meaning specified
in subsection 4.06(c).
"Class C Fixed Allocation" shall mean with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Class C Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of which is
equal to the Investor Interest as of the close of business on the last
day of the Revolving Period.
"Class C Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class C
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Class C Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class C Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class C Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class C Interests, which is $75,000,000.
"Class C Interest Holder" shall mean the Person in whose
name a Class C Interest is registered in the Book-Entry Register.
"Class C Interest Rate" shall have the meaning specified in
the Class C Supplemental Agreement.
"Class C Interests" shall mean, on any date of
determination, a fractional undivided interest in the Trust which shall
consist of the right to receive, to the extent necessary to make the
required payments to the Class C Interest Holders under this Series
Supplement and the Class C Supplemental Agreement, the portion of
Collections allocable thereto under the Agreement and this Series
Supplement, funds on deposit in the Collection Account allocable thereto
pursuant to the Agreement and this Series Supplement, funds on deposit
in the Reserve Account, the Principal Funding Account or any other
Series Account (and any investment earnings thereon, net of investment
expenses and losses, if and to the extent specifically provided herein)
allocable thereto pursuant to the Agreement and this Series Supplement
and funds on deposit in the Spread Account available pursuant to the
Class C Supplemental Agreement.
"Class C Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class C Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or Rapid
Amortization Period, the Class C Fixed Allocation.
"Class C Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(c).
"Class C Investor Default Amount" shall mean, with respect
to any Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class C Floating Allocation applicable for the related Monthly
Period.
"Class C Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class C Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
the Class C Interest Holders prior to such date, minus (c) the aggregate
amount of Class C Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(c), minus (d) the amount of Reallocated
Principal Collections allocated pursuant to subsections 4.12(a) and (b)
on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Class C Investor Interest has been reduced on all prior
Transfer Dates pursuant to subsections 4.10(a) and (b), and plus (f) the
aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(h), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d)
and (e); provided further, however, that the Class C Investor Interest
may not be reduced below zero.
"Class C Monthly Interest" shall mean the monthly interest
distributable in respect of the Class C Investor Interest as calculated
in accordance with subsection 4.06(c).
"Class C Monthly Principal" shall mean the monthly principal
distributable in respect of the Class C Investor Interest as calculated
in accordance with subsection 4.07(c).
"Class C Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Class C Supplemental Agreement" shall mean the Class C
Supplemental Agreement by and among the Seller, the Servicer and the
Trustee, as amended and supplemented from time to time.
"Closing Date" shall mean February 27, 1997.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Controlled Accumulation Amount" shall mean for any Transfer
Date with respect to the Controlled Accumulation Period, $83,333,333.34;
provided, however, that if the Accumulation Period Length is determined
to be less than 12 months pursuant to subsection 4.09(i), the Controlled
Accumulation Amount for each Transfer Date with respect to the
Controlled Accumulation Period will be equal to (i) the product of (x)
the Initial Investor Interest and (y) the Accumulation Period Factor for
such Monthly Period divided by (ii) the Required Accumulation Factor
Number.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at
the close of business on February 28, 2011 or such later date as is
determined in accordance with subsection 4.09(i) and ending on the first
to occur of (a) the commencement of the Rapid Amortization Period and
(b) the Series 1997-B Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for
such Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined as of each
Transfer Date with respect to any Interest Period, equal to the sum of
(a) the product of (i) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is
360, times (ii) the Class A Certificate Rate in effect with respect to
such Interest Period times (iii) the aggregate amount deposited into the
Principal Funding Account pursuant to subsection 4.09(e)(i) prior to
such Transfer Date, plus (b) the product of (i) a fraction, the
numerator of which is the actual number of days in such Interest Period
and the denominator of which is 360, times (ii) the Class B Certificate
Rate in effect with respect to such Interest Period times (iii) the
aggregate amount deposited into the Principal Funding Account pursuant
to subsection 4.09(e)(ii) prior to such Transfer Date, plus (c) the
product of (i) a fraction, the numerator of which is the actual number
of days in such Interest Period and the denominator of which is 360,
times (ii) the Class C Interest Rate in effect with respect to such
Interest Period times (iii) the aggregate amount deposited into the
Principal Funding Account pursuant to subsection 4.09(e)(iii) prior to
such Transfer Date.
"Credit Enhancement" shall mean (a) with respect to the
Class A Certificates, the subordination of the Class B Certificates and
the Class C Interests, and (b) with respect to the Class B Certificates,
the subordination of the Class C Interests.
"Cumulative Series Principal Shortfall" shall mean the sum
of the Series Principal Shortfalls (as such term is defined in each of
the related Series Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Group One Monthly Principal Payment for
the Monthly Period relating to such date over the month to date amount
of Collections processed in respect of Principal Receivables for such
Monthly Period allocable to investor certificates of all outstanding
Series in Group One, not subject to reallocation, which are on deposit
or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean May 15, 1997 and the
fifteenth day of each calendar month thereafter, or if such fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean,
with respect to each Transfer Date relating to the Controlled
Accumulation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date exceed the Covered Amount
determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if any,
specified pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch Investors Service, L.P. or its
successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the
greater of (a) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the
prior Monthly Period and (b) the sum of the numerators used to calculate
the Investor Percentages (as such term is defined in the Agreement) for
allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs on which, if any Series has been paid in
full, Principal Receivables in an aggregate amount approximately equal
to the initial investor interest of such Series are removed from the
Trust, the denominator determined pursuant to clause (a) hereof shall be
(i) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date, for
the period from and including the related Addition Date or Removal Date
to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or with respect to the first calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables
in the Trust as of the close of business on the day immediately
preceding the Closing Date, with respect to the second calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables
as of the close of business on the last day of the first calendar month
in the first Monthly Period and with respect to the third calendar month
in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the second
calendar month in the first Monthly Period), and (b) the sum of the
numerators used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable,
for all outstanding Series on such date of determination; provided,
however, that with respect to any Monthly Period in which an Addition
Date occurs or in which a Removal Date occurs on which, if any Series
has been paid in full, Principal Receivables in an aggregate amount
approximately equal to the initial investor interest of such Series are
removed from the Trust, the denominator determined pursuant to clause
(a) hereof shall be (i) the aggregate amount of Principal Receivables in
the Trust as of the close of business on the last day of the prior
Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal
Date and (ii) the aggregate amount of Principal Receivables in the Trust
as of the beginning of the day on the related Addition Date or Removal
Date after adjusting for the aggregate amount of Principal Receivables
added to or removed from the Trust on the related Addition Date or
Removal Date, for the period from and including the related Addition
Date or Removal Date to and including the last day of such Monthly
Period.
"Group One" shall mean Series 1997-B and each other Series
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with
respect to any Monthly Period, for all Series in Group One (including
Series 1997-B) which are in an Amortization Period or Accumulation
Period (as such terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as such
terms are defined in the related Supplements for all Series in Group
One), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following
Distribution Date for any Series in Group One in its Principal
Amortization Period or Rapid Amortization Period (as such terms are
defined in the related Supplements for all Series in Group One), (d) the
Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series in Group One) and (e) such other amounts as
may be specified in the related Supplements for all Series in Group
One.
"Initial Investor Interest" shall mean $1,000,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date (or in the case of the first Distribution Date, from
and including the Closing Date) through the day preceding such
Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A Certificate,
(b) with respect to the Class B Certificates, the holder of record of a
Class B Certificate and (c) with respect to the Class C Interests, the
Person in whose name a Class C Interest is registered in the Book-Entry
Register.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Class C Interests.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day
such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Class C Investor
Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and Default Amounts at any
time and Principal Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to Principal Receivables during
the Controlled Accumulation Period or the Rapid Amortization Period, the
Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into
the Principal Account for such Monthly Period pursuant to subsections
4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv), or
4.05(c)(ii), in each case, as applicable to such Monthly Period, (b) the
aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iii), and 4.11(a), (b), (c), (d), (g)
and (h) for such Monthly Period (other than such amount paid from
Reallocated Principal Collections), and (c) the aggregate amount of
Unallocated Principal Collections deposited into the Principal Account
pursuant to subsection 4.05(d).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Trustee on the LIBOR Determination Date for each
Interest Period in accordance with the provisions of Section 4.16.
"LIBOR Determination Date" shall mean February 25, 1997 for
the period from the Closing Date through March 16, 1997, March 13, 1997
for the period from March 17, 1997 through April 14, 1997, April 11,
1997 for the period from April 15, 1997 through May 14, 1997, and the
second London Business Day prior to the commencement of the second and
each subsequent Interest Period.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the
London interbank market.
"Monthly Interest" shall mean, with respect to any Transfer
Date, the sum of (a) the Class A Monthly Interest, the Class A
Additional Interest, if any, and the unpaid Class A Deficiency Amount,
if any; (b) the Class B Monthly Interest, the Class B Additional
Interest, if any, and the unpaid Class B Deficiency Amount, if any, and
(c) the Class C Monthly Interest, the Class C Additional Interest, if
any, and the unpaid Class C Deficiency Amount, if any, each with respect
to such Transfer Date.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and
shall end on and include April 30, 1997.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b)
if the Seller or The Bank of New York is no longer the Servicer, 2.0%
per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a
Series 1997-B Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of (a) the amount of
Collections of Finance Charge Receivables deposited into the Finance
Charge Account and allocable to the Investor Certificates for such
Monthly Period and (b) the amount with respect to Annual Membership Fees
deposited into the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, and (c) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to such Monthly Period, and (d) the amount of the
Reserve Draw Amount (up to the Available Reserve Account Amount) plus
any amounts of interest and earnings described in subsection 4.15, each
deposited into the Finance Charge Account on the Transfer Date relating
to such Monthly Period, such sum to be calculated on a cash basis after
subtracting the Aggregate Investor Default Amount for such Monthly
Period, and the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit
in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for
the period from and including the immediately preceding Transfer Date to
but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date are less than the Covered Amount
determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the Pay Out Commencement Date and ending on the
earlier to occur of (a) the Series 1997-B Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean ▇▇▇▇▇'▇ and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of any
outstanding Series or class of a Series with respect to which it is a
Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to exceed
the product of (a) the Class B Investor Allocation with respect to the
Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided
however, that such amount shall not exceed the Class B Investor Interest
after giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Class C Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Class C Investor Allocation with
respect to the Monthly Period relating to such Transfer Date and (b) the
Investor Percentage with respect to the Monthly Period relating to such
Transfer Date and (c) the amount of Collections of Principal Receivables
with respect to the Monthly Period relating to such Transfer Date;
provided, however, that such amount shall not exceed the Class C
Investor Interest after giving effect to any Class C Investor Charge-
Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated Class
C Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the
12 months preceding the date of such calculation; provided, however,
that this definition may be modified at any time if the Rating Agency
Condition with respect to such modification is satisfied.
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer and the Trustee with evidence that
the Rating Agency Condition shall have been satisfied and (ii) deliver
to the Trustee a certificate of an authorized officer to the effect
that, based on the facts known to such officer at such time, in the
reasonable belief of the Seller, such designation will not cause a Pay
Out Event or an event that, after the giving of notice or the lapse of
time, would cause a Pay Out Event to occur with respect to Series
1997-B.
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%,
but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the
Controlled Accumulation Period; (c) the first Transfer Date for which
the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than
the Transfer Date with respect to the Monthly Period which commences 6
months prior to the commencement of the Controlled Accumulation Period;
and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 4 months prior to the
commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by
which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Scheduled Payment Date" shall mean the March 2012
Distribution Date.
"Series 1997-B" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1997-B Certificateholders" shall mean the holder of
record of a Series 1997-B Certificate.
"Series 1997-B Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1997-B Holders" shall mean the Series 1997-B
Certificateholders and the Class C Interest Holders.
"Series 1997-B Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1997-B Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the August 2014 Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Transfer Date, and (ii) with respect
to any Transfer Date during the Rapid Amortization Period, the Adjusted
Investor Interest over (b) the Investor Principal Collections minus the
Reallocated Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Transfer Date,
the portion of Collections of Finance Charge Receivables allocated to
the Investor Certificates and deposited in the Finance Charge Account
with respect to the related Monthly Period that is attributable to
Interchange; provided, however, that Servicer Interchange for any
Transfer Date shall not exceed one-twelfth of the product of (i) the
Adjusted Investor Interest as of the last day of the related Monthly
Period and (ii) 0.75%; provided further, however, with respect to the
first Transfer Date, the Servicer Interchange may equal but shall not
exceed $1,333,333.33.
"Shared Principal Collections" shall mean, with respect to
any Transfer Date, either (a) the amount allocated to the Investor
Certificates which may be applied to the Series Principal Shortfall with
respect to other outstanding Series in Group One or (b) the amounts
allocated to the investor certificates of other Series in Group One
which the applicable Supplements for such Series specify are to be
treated as "Shared Principal Collections" and which may be applied to
cover the Series Principal Shortfall with respect to the Investor
Certificates.
"Telerate Page 3750" shall mean the display page currently
so designated on the Dow ▇▇▇▇▇ Telerate Service (or such other page as
may replace that page on that service for the purpose of displaying
comparable rates or prices).
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(d).
1. The share of the Servicing Fee allocable to Series 1997-B
with respect to any Transfer Date (the "Investor Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Investor Servicing Fee
shall be equal to $3,555,555.56. On each Transfer Date for which the
Seller or The Bank of New York is the Servicer, the Servicer Interchange
with respect to the related Monthly Period that is on deposit in the
Finance Charge Account shall be withdrawn from the Finance Charge
Account and paid to the Servicer in payment of a portion of the Investor
Servicing Fee with respect to such Monthly Period. Should the Servicer
Interchange on deposit in the Finance Charge Account on any Transfer
Date with respect to the related Monthly Period be less than one-twelfth
of 0.75% of the Adjusted Investor Interest as of the last day of such
Monthly Period, the Investor Servicing Fee with respect to such Monthly
Period will not be paid to the extent of such insufficiency of Servicer
Interchange on deposit in the Finance Charge Account. The Servicer
Interchange with respect to the first Transfer Date may equal but shall
not exceed $1,333,333.33. The share of the Investor Servicing Fee
allocable to the Class A Investor Interest with respect to any Transfer
Date (the "Class A Servicing Fee") shall be equal to one-twelfth of the
product of (i) the Class A Floating Allocation, (ii) the Net Servicing
Fee Rate and (iii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Class A Servicing Fee shall
be equal to $1,888,888.89. The share of the Investor Servicing Fee
allocable to the Class B Investor Interest with respect to any Transfer
Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the
product of (i) the Class B Floating Allocation, (ii) the Net Servicing
Fee Rate and (iii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Class B Servicing Fee shall
be equal to $166,666.67. The share of the Investor Servicing Fee
allocable to the Class C Investor Interest with respect to any Transfer
Date (the "Class C Servicing Fee", and together with the Class A
Servicing Fee and the Class B Servicing Fee, the "Certificateholder
Servicing Fee") shall be equal to one-twelfth of the product of (i) the
Class C Floating Allocation, (ii) the Net Servicing Fee Rate and (iii)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to
the first Transfer Date, the Class C Servicing Fee shall be equal to
$166,666.67. Except as specifically provided above, the Servicing Fee
shall be paid by the cash flows from the Trust allocated to the Seller
or the certificateholders of other Series (as provided in the related
Supplements) and in no event shall the Trust, the Trustee or the
Investor Certificateholders be liable therefor. The Class A Servicing
Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution in respect thereof pursuant to subsections
4.09(a)(ii) and 4.11(a). The Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(b)(ii) and 4.11(c). The Class C
Servicing Fee shall be payable solely to the extent amounts are
available for distribution in respect thereof pursuant to subsection
4.11(f) or if applicable subsection 4.09(c)(i).
2. On or before each Transfer Date, the Seller shall notify
the Servicer of the amount of Interchange to be included as Collections
of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as
determined pursuant to this subsection 3(b). Such amount of Interchange
shall be equal to the product of (i) the total amount of Interchange
paid or payable to the Seller with respect to such Monthly Period, (ii)
a fraction the numerator of which is the aggregate amount of cardholder
charges for goods and services in the Accounts with respect to such
Monthly Period and the denominator of which is the aggregate amount of
cardholder charges for goods and services in all MasterCard and VISA
consumer revolving credit card accounts owned by the Seller with respect
to such Monthly Period and (iii) the Investor Percentage with regard to
Finance Charge Receivables. On each Transfer Date, the Seller shall pay
to the Servicer, and the Servicer shall deposit into the Finance Charge
Account, in immediately available funds, the amount of Interchange to be
so included as Collections of Finance Charge Receivables allocable to
the Investor Certificates with respect to the preceding Monthly Period.
The Seller hereby assigns, sets-over, conveys, pledges and grants a
security interest and lien to the Trustee for the benefit of the
Investor Certificateholders in Interchange and the proceeds of
Interchange, as set forth in this subsection 3(b). In connection with
the foregoing grant of a security interest, this Series Supplement shall
constitute a security agreement under applicable law. To the extent
that a Supplement for a related Series, other than Series 1997-B,
assigns, sets-over, conveys, pledges or grants a security interest in
Interchange allocable to the Trust, all Investor Certificates of any
such Series (except as otherwise specified in any such Supplement) and
the Investor Certificates shall rank pari passu and be equally and
ratably entitled as provided herein to the benefits of such Interchange
without preference or priority on account of the actual time or times of
authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Seller at its option,
in accordance with the terms specified in subsection 12.02(a), on any
Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor
Certificates. The Seller shall execute and deliver the Series 1997-B
Certificates to the Trustee for authentication in accordance with
Section 6.01 of the Agreement. The Trustee shall deliver such
Certificates when authenticated in accordance with Section 6.02 of the
Agreement.
SECTION 6. Depository; Form of Delivery of Investor
Certificates.
(a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections
6.01 and 6.10.
(b) The Depository for Series 1997-B shall be The Depository
Trust Company, and the Class A Certificates and Class B Certificates
shall be initially registered in the name of Cede & Co., its nominee.
(c) The Class C Interests shall be delivered in
uncertificated form as provided in Section 1 herein, in Section 6.01 of
the Agreement and in the Class C Supplemental Agreement.
(d) The Class C Interests are issuable in minimum
denominations of $250,000 and integral multiples of $1,000 in excess
thereof.
SECTION 7. Article IV of Agreement. Sections 4.01, 4.02
and 4.03 shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be
read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the Class C
Interest Holders. The Investor Certificates shall represent undivided
interests in the Trust, consisting of the right to receive, to the
extent necessary to make the required payments with respect to such
Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account,
the Principal Funding Account, the Reserve Account and the Distribution
Account. The Class C Interests shall be subordinate to the Class A
Certificates and the Class B Certificates. The Class B Certificates
shall be subordinate to the Class A Certificates. The Seller
Certificate shall not represent any interest in the Collection Account,
the Finance Charge Account, the Principal Account, the Principal Funding
Account, the Reserve Account or the Distribution Account, except as
specifically provided in this Article IV.
SECTION 4.05 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of the Seller
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the product
of (y) the Investor Percentage on the Date of Processing of such
Collections and (z) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing, and of that allocation,
deposit in the Finance Charge Account an amount equal to either (I) (A)
prior to the date on which the amount of Monthly Interest with respect
to the related Interest Period is determined by the Servicer, an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections of Finance Charge Receivables on such Date of Processing,
and (B) at all other times, the difference between (1) the Monthly
Interest with respect to the immediately following Transfer Date (plus,
if the Seller is not the Servicer, the Certificateholder Servicing Fee
for such Transfer Date plus the amount of any Certificateholder
Servicing Fee due but not paid to the Servicer on any prior Transfer
Date) and (2) the amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period pursuant to this
subsection 4.05(a)(i) or (II) the amount of Collections of Finance
Charge Receivables allocated to the Investor Certificateholders on such
Date of Processing pursuant to this subsection 4.05(a)(i); provided,
that if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any
Date of Processing, on the related Transfer Date, the Servicer shall
withdraw from the Collection Account and deposit into the Finance Charge
Account an amount equal to the amount of Collections of Finance Charge
Receivables that have been allocated to the Investor Certificateholders
during the related Monthly Period but not previously deposited in the
Finance Charge Account. Funds deposited into the Finance Charge Account
pursuant to this subsection 4.05(a)(i) shall be applied in accordance
with Section 4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Class C Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the Date
of Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing to be applied first in accordance with Section 4.12 and
then in accordance with subsection 4.09(d).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the Date
of Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing to be applied first in accordance with Section 4.12 and
then in accordance with subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date of
Processing of such Collections, (2) the Investor Percentage on the Date
of Processing of such Collections and (3) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.05(a)(iv)(A) shall not
exceed the Daily Principal Shortfall, and (B) pay to the Holder of the
Seller Certificate an amount equal to the excess, if any, identified in
the proviso to clause (A) above; provided, however, that the amount to
be paid to the Holder of the Seller Certificate pursuant to this
subsection 4.05(a)(iv)(B) with respect to any Date of Processing shall
be paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after giving
effect to the inclusion in the Trust of all Receivables created on or
prior to such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further, that in
no event shall the amount payable to the Holder of the Seller
Certificate pursuant to this subsection 4.05(a)(iv)(B) be greater than
the Seller Interest on such Date of Processing.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to
the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Seller Certificate and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Class C Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the Date
of Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing to be applied first in accordance with Section 4.12 and
then in accordance with subsection 4.09(e).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the Date
of Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing to be applied first in accordance with Section 4.12 and
then in accordance with subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date of
Processing of such Collections, (2) the Investor Percentage on the Date
of Processing of such Collections and (3) the aggregate amount of
Collections processed in respect of Principal Receivables on such Date
of Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.05(b)(iv)(A) shall not
exceed the Daily Principal Shortfall, and (B) pay to the Holder of the
Seller Certificate an amount equal to the excess identified in the
proviso to clause (A) above, if any; provided, however, that the amount
to be paid to the Holder of the Seller Certificate pursuant to this
subsection 4.05(b)(iv)(B) with respect to any Date of Processing shall
be paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after giving
effect to the inclusion in the Trust of all Receivables created on or
prior to such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further, that in
no event shall the amount payable to the Holder of the Seller
Certificate pursuant to this subsection 4.05(b)(iv)(B) be greater than
the Seller Interest on such Date of Processing.
(c) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.09.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.05(c)(ii)(A) shall not
exceed the sum of the Investor Interest as of the close of business on
the last day of the prior Monthly Period (after taking into account any
payments to be made on the Distribution Date relating to such prior
Monthly Period and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date relating to such
Monthly Period) and any Reallocated Principal Collections relating to
the Monthly Period in which such deposit is made and (B) pay to the
Holder of the Seller Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however, that
the amount to be paid to the Holder of the Seller Certificate pursuant
to this subsection 4.05(c)(ii)(B) with respect to any Date of Processing
shall be paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after giving
effect to the inclusion in the Trust of all Receivables created on or
prior to such Date of Processing and the application of payments
referred to in subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further, that in
no event shall the amount payable to the Holder of the Seller
Certificate pursuant to this subsection 4.05(c)(ii)(B) be greater than
the Seller Interest on such Date of Processing.
(d) Unallocated Principal Collections. Any Collections in
respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Certificate because of
the limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B)
and 4.05(c)(ii)(B) and any amounts allocable to the Investor
Certificates deposited in the Principal Account pursuant to subsections
2.04(d)(iii) and 4.03(c) ("Unallocated Principal Collections") shall be
held in the Principal Account and, prior to the commencement of the
Controlled Accumulation Period or the Rapid Amortization Period shall be
paid to the Holder of the Seller Certificate when, and only to the
extent that, the Seller Interest is greater than zero. For each
Transfer Date with respect to the Controlled Accumulation Period or the
Rapid Amortization Period, any such Unallocated Principal Collections
held in the Principal Account on such Transfer Date shall be included in
the Investor Principal Collections which to the extent available shall
be distributed as Available Investor Principal Collections to be applied
pursuant to Section 4.09 on such Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series Supplement to
the contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c), with respect to any Monthly Period (i) the Servicer
will only be required to deposit Collections from the Collection Account
into the Finance Charge Account or the Principal Account up to the
required amount to be deposited into any such deposit account or,
without duplication, distributed on or prior to the related Distribution
Date to the Investor Certificateholders and (ii) if at any time prior to
such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the
excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(a) The amount of monthly interest distributable to the
Class A Certificates shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class A Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of the
Class A Certificates determined as of the Record Date preceding the
related Transfer Date (the "Class A Monthly Interest"); provided,
however, that in addition to Class A Monthly Interest an amount equal to
the amount of any unpaid Class A Deficiency Amounts, as defined below,
plus an amount equal to the product of (A) (1) a fraction, the numerator
of which is the actual number of days in the related Interest Period and
the denominator of which is 360, times (2) the sum of the Class A
Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class A Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A
Additional Interest") shall also be distributable to the Class A
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(a) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment
of such amount.
(b) The amount of monthly interest distributable to the
Class B Certificates shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class B Certificate Rate in effect with respect to the related
Interest Period, times (ii) the outstanding principal balance of the
Class B Certificates determined as of the Record Date preceding the
related Transfer Date (the "Class B Monthly Interest"); provided,
however, that in addition to the Class B Monthly Interest an amount
equal to the amount of any unpaid Class B Deficiency Amounts, as defined
below, plus an amount equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (2) the sum of the
Class B Certificate Rate in effect with respect to the related Interest
Period, plus 2% per annum, and (B) any Class B Deficiency Amount from
the prior Transfer Date, as defined below (or the portion thereof which
has not theretofore been paid to Class B Certificateholders) (the "Class
B Additional Interest") shall also be distributable to the Class B
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(b) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment
of such amount.
(c) The amount of monthly interest distributable to the
Class C Investor Interest shall be an amount equal to the product of
(i)(A) a fraction, the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360,
times (B) the Class C Interest Rate in effect with respect to the
related Interest Period, times (ii) the outstanding principal balance of
the Class C Interests determined as of the Record Date preceding the
related Transfer Date (the "Class C Monthly Interest"); provided,
however, that in addition to the Class C Monthly Interest an amount
equal to the amount of any unpaid Class C Deficiency Amounts, as defined
below, plus an amount equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (2) the sum of the
Class C Interest Rate in effect with respect to the related Interest
Period, plus 2% per annum, and (B) any Class C Deficiency Amount from
the prior Transfer Date, as defined below (or the portion thereof which
has not theretofore been paid to Class C Interest Holders) (the "Class C
Additional Interest") shall also be distributable to the Class C
Interests, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class C Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(c) as of the prior Interest Period over
the amount actually allocated and available for payment of such amount
(after giving effect to the application of Excess Spread and the
proceeds of any draw made on the Spread Account as provided in
subsection 4.11(e) and the Class C Supplemental Agreement for the
purpose of paying such amount with respect to such Distribution Date).
SECTION 4.07 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each
Transfer Date ("Class A Monthly Principal"), beginning with the Transfer
Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid Amortization Period,
begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date and (iii) the Class A Adjusted Investor Interest (after
taking into account any adjustments to be made on such Transfer Date
pursuant to Section 4.10) prior to any deposit into the Principal
Funding Account on such Transfer Date.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each
Transfer Date (the "Class B Monthly Principal"), for the Controlled
Accumulation Period, beginning with the Transfer Date on which an amount
equal to the Class A Investor Interest has been deposited in the
Principal Funding Account (after taking into account any deposits to be
made on such Transfer Date), or during the Rapid Amortization Period,
beginning with the Transfer Date immediately preceding the Distribution
Date on which the Class A Investor Interest will be paid in full (after
taking into account payments to be made on the related Distribution
Date), shall be an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date (minus the portion of such Available
Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date (minus the Class A Monthly Principal with respect to such
Transfer Date) and (iii) the Class B Adjusted Investor Interest (after
taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) prior to any deposit into the
Principal Funding Account on such Transfer Date.
(c) The amount of monthly principal distributable from the
Principal Account with respect to the Class C Interests on each Transfer
Date (the "Class C Monthly Principal"), for the Controlled Accumulation
Period, beginning with the Transfer Date on which an amount equal to the
sum of (i) the Class A Investor Interest and (ii) the Class B Investor
Interest has been deposited in the Principal Funding Account (after
taking into account any deposits to be made on such Transfer Date), or
during the Rapid Amortization Period, beginning with the Transfer Date
immediately preceding the Distribution Date on which the Class B
Investor Interest will be paid in full (after taking into account
payments to be made on the related Distribution Date), shall be an
amount equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such
Transfer Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with
respect to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date (minus the Class A Monthly Principal and
the Class B Monthly Principal with respect to such Transfer Date) and
(iii) the Class C Adjusted Investor Interest (after taking into account
any adjustments to be made on such Transfer Date pursuant to Sections
4.10 and 4.12) prior to any deposit into the Principal Funding Account
on such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(a) On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
the sum of (i) the Class A Monthly Interest for such Transfer Date, plus
(ii) the Class A Deficiency Amount, if any, for such Transfer Date, plus
(iii) the Class A Additional Interest, if any, for such Transfer Date,
plus (iv) the Class A Servicing Fee for the prior Monthly Period plus
(v) the Class A Servicing Fee, if any, due but not paid on any prior
Transfer Date, plus (vi) the Class A Investor Default Amount, if any,
for the prior Monthly Period, exceeds the Class A Available Funds for
the related Monthly Period.
(b) On or before each Transfer Date, the Servicer shall also
determine the amount (the "Class B Required Amount"), if any, equal to
the sum of (i) the amount, if any, by which the sum of (A) the Class B
Monthly Interest for such Transfer Date, plus (B) the Class B Deficiency
Amount, if any, for such Transfer Date plus (C) the Class B Additional
Interest, if any, for such Transfer Date, plus (D) the Class B Servicing
Fee for the prior Monthly Period plus (E) the Class B Servicing Fee, if
any, due but not paid on any prior Transfer Date, exceeds the Class B
Available Funds for the related Monthly Period plus (ii) the Class B
Investor Default Amount, if any, for the prior Monthly Period.
(c) In the event that the sum of the Class A Required Amount
and the Class B Required Amount for such Transfer Date is greater than
zero, the Servicer shall give written notice to the Trustee of such
positive Class A Required Amount or Class B Required Amount on or before
such Transfer Date. In the event that the Class A Required Amount for
such Transfer Date is greater than zero, all or a portion of the Excess
Spread with respect to such Transfer Date in an amount equal to the
Class A Required Amount, to the extent available, for such Transfer Date
shall be distributed from the Finance Charge Account on such Transfer
Date pursuant to subsection 4.11(a). In the event that the Class A
Required Amount for such Transfer Date exceeds the amount of Excess
Spread with respect to such Transfer Date, the Collections of Principal
Receivables allocable to the Class C Investor Interest and the
Collections of Principal Receivables allocable to the Class B
Certificates with respect to the prior Monthly Period shall be applied
as specified in Section 4.12. In the event that the Class B Required
Amount for such Transfer Date exceeds the amount of Excess Spread
available to fund the Class B Required Amount pursuant to subsection
4.11(c), the Collections of Principal Receivables allocable to the Class
C Investor Interest (after application to the Class A Required Amount)
shall be applied as specified in Section 4.12; provided, however, that
the sum of any payments pursuant to this paragraph shall not exceed the
sum of the Class A Required Amount and the Class B Required Amount.
SECTION 4.09 Monthly Payments. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw and
the Trustee, acting in accordance with such instructions, shall withdraw
on such Transfer Date or the related Distribution Date, as applicable,
to the extent of available funds, the amounts required to be withdrawn
from the Finance Charge Account, the Principal Account, the Principal
Funding Account and the Distribution Account as follows:
(a) An amount equal to the Class A Available Funds deposited
into the Finance Charge Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount for such
Transfer Date, plus the amount of any Class A Additional Interest for
such Transfer Date, shall be deposited by the Servicer or the Trustee
into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but not
paid to the Servicer on any prior Transfer Date shall be distributed to
the Servicer;
(iii) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period shall be treated as a
portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited
into the Finance Charge Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Transfer Date, plus the amount of any Class B Deficiency Amount for such
Transfer Date, plus the amount of any Class B Additional Interest for
such Transfer Date, shall be deposited by the Servicer or the Trustee
into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due but not
paid to the Servicer on any prior Transfer Date for such Transfer Date
shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section 4.11.
(c) An amount equal to the Class C Available Funds deposited
into the Finance Charge Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:
(i) if the Seller or The Bank of New York is no longer the
Servicer, an amount equal to the Class C Servicing Fee for such Transfer
Date plus the amount of any Class C Servicing Fee due but not paid to
the Servicer on any prior Transfer Date shall be distributed to the
Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available Investor
Principal Collections for such Transfer Date and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related Series
Supplement for each Series in Group One and (2) the Cumulative Series
Principal Shortfall and (B) Available Investor Principal Collections,
shall remain in the Principal Account to be treated as Shared Principal
Collections and applied to Series in Group One other than this Series
1997-B; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over (B)
the applications specified in subsection 4.09(d)(i) above shall be paid
to the Holder of the Seller Certificate; provided, however, that the
amount to be paid to the Holder of the Seller Certificate pursuant to
this subsection 4.09(d)(ii) with respect to such Transfer Date shall be
paid to the Holder of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after giving effect to
the inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as Unallocated
Principal Collections and deposited into the Principal Account in
accordance with subsection 4.05(d); provided further, that in no event
shall the amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.09(d)(ii) be greater than the Seller
Interest on such Transfer Date.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class A Monthly Principal for
such Transfer Date, shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal,
shall be (A) during the Controlled Accumulation Period, deposited into
the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the Distribution Account;
(iii) after giving effect to the distribution referred to in
clauses (i) and (ii) above, an amount equal to Class C Monthly Principal
shall be (A) during the Controlled Accumulation Period, deposited into
the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the Distribution Account;
(iv) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.09(e)(i), (ii) and (iii) above and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related Series
Supplement for each Series in Group One and (2) the Cumulative Series
Principal Shortfall and (B) the Available Investor Principal
Collections, shall remain in the Principal Account to be treated as
Shared Principal Collections and applied to Series in Group One other
than this Series 1997-B; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the applications
specified in subsections 4.09(e)(i) through (iv) above shall be paid to
the Holder of the Seller Certificate; provided, however, that the amount
to be paid to the Holder of the Seller Certificate pursuant to this
subsection 4.09(e)(v) with respect to such Transfer Date shall be paid
to the Holder of the Seller Certificate only if the Seller Interest on
such Date of Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Transfer Date and the application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance with
subsection 4.05(d); provided further, that in no event shall the amount
payable to the Holder of the Seller Certificate pursuant to this
subsection 4.09(e)(v) be greater than the Seller Interest on such
Transfer Date.
(f) On the earlier to occur of (i) the first Transfer Date
with respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Scheduled Payment Date, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Principal Funding Account and deposit in the Distribution Account the
amount on deposit in the Principal Funding Account.
(g) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.01(a) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(a)(i) on the preceding
Transfer Date, (b) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution Account
pursuant to subsection 4.09(b)(i) on the preceding Transfer Date and (c)
to the Class C Interest Holders from the Distribution Account, the
amount deposited into the Distribution Account pursuant to subsection
4.11(e) on the preceding Transfer Date.
(h) On the earlier to occur of (i) the first Distribution
Date with respect to the Rapid Amortization Period and (ii) the
Scheduled Payment Date and on each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer, shall
pay in accordance with Section 5.01 from the Distribution Account the
amount so deposited into the Distribution Account pursuant to
subsections 4.09(e) and (f) on the related Transfer Date in the
following priority:
(i) an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class A Investor Interest shall be
paid to the Class A Certificateholders;
(ii) after giving effect to the distributions referred to in
clause (i) above, an amount equal to the lesser of such amount on
deposit in the Distribution Account and the Class B Investor Interest
shall be paid to the Class B Certificateholders; and
(iii) after giving effect to the distributions referred to
in clauses (i) and (ii) above, an amount equal to the lesser of such
amount on deposit in the Distribution Account and the Class C Investor
Interest shall be paid to the Class C Interest Holders.
(i) The Controlled Accumulation Period is scheduled to
commence at the close of business on February 28, 2011; provided,
however, that, if the Accumulation Period Length (determined as
described below) is less than 12 months, the date on which the
Controlled Accumulation Period actually commences will be delayed to the
first Business Day of the month that is the number of whole months prior
to the Scheduled Payment Date at least equal to the Accumulation Period
Length and, as a result, the number of Monthly Periods in the Controlled
Accumulation Period will at least equal the Accumulation Period Length.
On the Determination Date immediately preceding the February 2011
Distribution Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole months
such that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date,
the Class A Investor Default Amount for the prior Monthly Period exceeds
the sum of the amount allocated with respect thereto pursuant to
subsection 4.09(a)(iii), subsection 4.11(a) and Section 4.12 with
respect to such Monthly Period, the Class C Investor Interest (after
giving effect to reductions for any Class C Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) will be reduced
by the amount of such excess, but not by more than the lesser of the
Class A Investor Default Amount and the Class C Investor Interest (after
giving effect to reductions for any Class C Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) for such
Transfer Date. In the event that such reduction would cause the Class C
Investor Interest to be a negative number, the Class C Investor Interest
will be reduced to zero, and the Class B Investor Interest (after giving
effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be
reduced by the amount by which the Class C Investor Interest would have
been reduced below zero. In the event that such reduction would cause
the Class B Investor Interest to be a negative number, the Class B
Investor Interest will be reduced to zero, and the Class A Investor
Interest will be reduced by the amount by which the Class B Investor
Interest would have been reduced below zero, but not by more than the
Class A Investor Default Amount for such Transfer Date (a "Class A
Investor Charge-Off"). If the Class A Investor Interest has been
reduced by the amount of any Class A Investor Charge-Offs, it will be
reimbursed on any Transfer Date (but not by an amount in excess of the
aggregate Class A Investor Charge-Offs) by the amount of Excess Spread
allocated and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer Date,
the Class B Investor Default Amount for the prior Monthly Period exceeds
the amount of Excess Spread and Reallocated Class C Principal
Collections which are allocated and available to fund such amount
pursuant to subsection 4.11(c) and Section 4.12, the Class C Investor
Interest (after giving effect to reductions for any Class C Investor
Charge-Offs and any Reallocated Principal Collections on such Transfer
Date and any adjustments with respect thereto as described in subsection
4.10(a) above) will be reduced by the amount of such excess but not by
more than the lesser of the Class B Investor Default Amount and the
Class C Investor Interest (after giving effect to reductions for any
Class C Investor Charge-Offs and any Reallocated Principal Collections
on such Transfer Date and any adjustments with respect thereto as
described in subsection 4.10(a) above) for such Transfer Date. In the
event that such reduction would cause the Class C Investor Interest to
be a negative number, the Class C Investor Interest shall be reduced to
zero and the Class B Investor Interest shall be reduced by the amount by
which the Class C Investor Interest would have been reduced below zero,
but not by more than the Class B Investor Default Amount for such
Transfer Date (a "Class B Investor Charge-Off"). The Class B Investor
Interest will also be reduced by the amount of Reallocated Class B
Principal Collections in excess of the Class C Investor Interest
pursuant to Section 4.12 and the amount of any portion of the Class B
Investor Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest pursuant to subsection
4.10(a) above. The Class B Investor Interest will thereafter be
reimbursed (but not to an amount in excess of the unpaid principal
balance of the Class B Certificates) on any Transfer Date by the amount
of Excess Spread allocated and available for that purpose as described
under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall
calculate the Class C Investor Default Amount. If on any Transfer Date,
the Class C Investor Default Amount for the prior Monthly Period exceeds
the amount of Excess Spread which is allocated and available to fund
such amount pursuant to subsection 4.11(g), the Class C Investor
Interest will be reduced by the amount of such excess but not by more
than the lesser of the Class C Investor Default Amount and the Class C
Investor Interest for such Transfer Date (a "Class C Investor
Charge-Off"). The Class C Investor Interest will also be reduced by the
amount of Reallocated Principal Collections pursuant to Section 4.12 and
the amount of any portion of the Class C Investor Interest allocated to
the Class A Certificates or the Class B Certificates to avoid a
reduction in the Class A Investor Interest, pursuant to subsection
4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Class C Investor Interest will thereafter be
reimbursed on any Transfer Date by the amount of the Excess Spread
allocated and available for that purpose as described under subsection
4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply, Excess
Spread with respect to the related Monthly Period, to make the following
distributions on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class A
Required Amount and be applied in accordance with, and in the priority
set forth in, subsection 4.09(a);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class B
Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.09(b) and then any remaining amount
available to pay the Class B Investor Default Amount shall be treated as
a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial Class B
Investor Interest for reasons other than the payment of principal to the
Class B Certificateholders (but not in excess of the aggregate amount of
such reductions which have not been previously reimbursed) will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(e) an amount equal to Class C Monthly Interest for such
Transfer Date, plus the amount of any Class C Deficiency Amount for such
Transfer Date, plus the amount of any Class C Additional Interest for
such Transfer Date, shall be deposited by the Servicer or the Trustee
into the Distribution Account; provided, however, that in the event that
Class C Monthly Interest exceeds the amount of Excess Spread available
(after giving effect to subsections 4.11(a) through (d) above) to fund
such Class C Monthly Interest a draw will be made from amounts available
for distribution in the Spread Account (at the times and in the amounts
specified in the Class C Supplemental Agreement) for deposit into the
Distribution Account for application as Class C Monthly Interest in
accordance with this subsection 4.11(e).
(f) if the Seller or The Bank of New York is the Servicer,
an amount equal to the aggregate amount of accrued but unpaid Class C
Servicing Fees will be paid to the Servicer;
(g) an amount equal to the Class C Investor Default Amount,
if any, for the prior Monthly Period will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(h) an amount equal to the aggregate amount by which the
Class C Investor Interest has been reduced for reasons other than the
deposit into the Distribution Account for payment of principal to the
Class C Investor Interest Holders (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed)
will be treated as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account
terminates as described in Section 4.15(f), an amount up to the excess,
if any, of the Required Reserve Account Amount over the Available
Reserve Account Amount shall be deposited into the Reserve Account;
(j) an amount equal to the amounts required to be deposited
in the Spread Account pursuant to the Class C Supplemental Agreement
shall (after giving effect to the payments made pursuant to
subparagraphs (a) through (i) above) be deposited into the Spread
Account as provided in the Class C Supplemental Agreement; and
(k) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above, shall be paid to
the Holder of the Seller Certificate.
SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Class C Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Class C Principal Collections) with respect
to such Transfer Date, to make the following distributions on each
Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread with respect to the related Monthly Period,
shall be applied pursuant to subsections 4.09(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class
B Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread allocated and available to the Class B
Certificates pursuant to subsection 4.11(c) on such Transfer Date shall
be applied first pursuant to subsections 4.09(b)(i) and (ii) and then
pursuant to subsection 4.11(c).
(c) On each Transfer Date, the Class C Investor Interest
shall be reduced by the amount of Reallocated Class C Principal
Collections and by the amount of Reallocated Class B Principal
Collections for such Transfer Date. In the event that such reduction
would cause the Class C Investor Interest (after giving effect to any
Class C Investor Charge-Offs for such Transfer Date) to be a negative
number, the Class C Investor Interest (after giving effect to any Class
C Investor Charge-Offs for such Transfer Date) shall be reduced to zero
and the Class B Investor Interest shall be reduced by the amount by
which the Class C Investor Interest would have been reduced below zero.
In the event that the reallocation of Reallocated Principal Collections
would cause the Class B Investor Interest (after giving effect to any
Class B Investor Charge-Offs for such Transfer Date) to be a negative
number on any Transfer Date, Reallocated Principal Collections shall be
reallocated on such Transfer Date in an aggregate amount not to exceed
the amount which would cause the Class B Investor Interest (after giving
effect to any Class B Investor Charge-Offs for such Transfer Date) to be
reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal
Collections allocable to Series 1997-B on any Transfer Date shall be
applied as an Available Investor Principal Collection pursuant to
Section 4.09 and pursuant to such Section 4.09 shall be deposited in the
Distribution Account or distributed in accordance with the Loan
Agreement.
(b) Shared Principal Collections allocable to Series 1997-B
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 1997-B for
such Transfer Date; provided, however, that if the aggregate amount of
Shared Principal Collections for all Series for such Transfer Date is
less than the Cumulative Series Principal Shortfall for such Transfer
Date, then Shared Principal Collections allocable to Series 1997-B on
such Transfer Date shall equal the product of (i) Shared Principal
Collections for all Series for such Transfer Date and (ii) a fraction,
the numerator of which is the Series Principal Shortfall with respect to
Series 1997-B for such Transfer Date and the denominator of which is the
aggregate amount of Cumulative Series Principal Shortfall for all Series
for such Transfer Date.
(c) Solely for the purpose of determining the amount of
Available Investor Principal Collections to be treated as Shared
Principal Collections on any Transfer Date allocable to other Series in
Group One, on each Determination Date, the Servicer shall determine the
Class A Required Amount, Class B Required Amount, Excess Spread and
Reallocated Principal Collections as of such Determination Date for the
following Transfer Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the
institution holding the Principal Funding Account ceases to be a
Qualified Institution, the Seller shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Principal Funding Account
meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Principal Funding
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Series Supplement, and
(ii) on each Transfer Date (from and after the commencement of the
Controlled Accumulation Period) prior to termination of the Principal
Funding Account make a deposit into the Principal Funding Account in the
amount specified in, and otherwise in accordance with, subsection
4.09(e).
(b) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on
deposit in the Principal Funding Account, but not in excess of the
Covered Amount, for application in the following priority:
(i) an amount equal to that portion of the Covered Amount
computed pursuant to clause (a) of the definition of Covered Amount
shall be treated as Class A Available Funds to be applied pursuant to
subsection 4.09(a)(i);
(ii) an amount equal to that portion of the Covered Amount
computed pursuant to clause (b) of the definition of Covered Amount
shall be treated as Class B Available Funds to be applied pursuant to
subsection 4.09(b)(i); and
(iii) the balance, if any, shall be treated as Class C
Available Funds to be applied pursuant to subsection 4.09(c).
Any Excess Principal Funding Investment Proceeds shall be
paid to the Seller on each Transfer Date. An amount equal to any
Principal Funding Investment Shortfall will be deposited in the Finance
Charge Account on each Transfer Date from the Reserve Account to the
extent funds are available pursuant to, and in accordance with,
subsection 4.15(d). Principal Funding Investment Proceeds (including
reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Reserve Account"),
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve
Account ceases to be a Qualified Institution, the Seller shall notify
the Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Reserve Account
meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Reserve Account.
The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up
to the Available Reserve Account Amount at such time, for the purposes
set forth in this Series Supplement, and (ii) on each Transfer Date
(from and after the Reserve Account Funding Date) prior to termination
of the Reserve Account make a deposit into the Reserve Account in the
amount specified in, and otherwise in accordance with, subsection
4.11(i).
(b) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account on
such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall maintain for the
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in the
Reserve Account (to the extent that the Available Reserve Account Amount
is less than the Required Reserve Account Amount) and the balance, if
any, shall be deposited into the Finance Charge Account and included in
Class A Available Funds for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Reserve
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period and on or before the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the
Principal Funding Investment Shortfall with respect to each Transfer
Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Rapid Amortization Period; provided,
however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under
Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the Reserve
Account on such Transfer Date by the Trustee (acting in accordance with
the instructions of the Servicer), and deposited into the Finance Charge
Account for application in the following priority:
(i) an amount equal to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to clause
(a) of the definition of Covered Amount over (y) the amount treated as
Class A Available Funds pursuant to subsection 4.14(b)(i), shall be
treated as Class A Available Funds to be applied pursuant to subsection
4.09(a)(i);
(ii) an amount equal to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to clause
(b) of the definition of Covered Amount over (y) the amount treated as
Class B Available Funds pursuant to subsection 4.14(b)(ii), shall be
treated as Class B Available Funds to be applied pursuant to subsection
4.09(b)(i); and
(iii) the balance, if any, shall be treated as Class C
Available Funds to be applied pursuant to subsection 4.09(c).
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Reserve Account, and treat as
Excess Spread to be applied in accordance with the priority set in
4.11(j) and (k), an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating
to the Rapid Amortization Period and (iii) if the Controlled
Accumulation Period has commenced, the earlier of the first Transfer
Date with respect to the Rapid Amortization Period and the Transfer Date
immediately preceding the Scheduled Payment Date, the Trustee, acting in
accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 1997-B Certificateholders
that are payable from the Reserve Account as provided herein, shall
withdraw from the Reserve Account and treat as Excess Spread to be
applied in accordance with the priority set in 4.11(j) and (k), all
amounts, if any, on deposit in the Reserve Account and the Reserve
Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee will
determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market
for a period equal to the relevant Interest Period (commencing on the
first day of such Interest Period). The Trustee will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested,
the rate for that LIBOR Determination Date will be the arithmetic mean
of the rates quoted by major banks in New York City, selected by the
Servicer, at approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Period (commencing on the first
day of such Interest Period).
(b) The Class A Certificate Rate and Class B Certificate
Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by any Investor Certificateholder by
telephoning the Trustee at its Corporate Trust Office at (▇▇▇) ▇▇▇-▇▇▇▇.
(c) On each LIBOR Determination Date prior to 12:00 noon New
York City time, the Trustee shall send to the Servicer by facsimile,
notification of LIBOR for the following Interest Period.
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Seller fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02 and 12.01)
required to be made or given by the Servicer or Seller, respectively, at
the time specified in the Agreement (including applicable grace
periods), the Trustee shall make such payment or deposit from the
applicable Investor Account without instruction from the Servicer or
Seller. The Trustee shall be required to make any such payment, deposit
or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof;
provided, however, that the Trustee shall in all cases be deemed to have
sufficient information to determine the amount of interest payable to
the Series 1997-B Certificateholders on each Distribution Date. The
Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make such
payment, deposit or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee in the manner in which such
payment or deposit should have been made by the Seller or the Servicer,
as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(a) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class A Certificateholder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
by Class A Certificates held by such Certificateholder) of amounts on
deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Section 4.09 by check mailed to each
Class A Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register), except that with respect to Class
A Certificates registered in the name of the nominee of a Clearing
Agency, such distribution shall be made in immediately available funds.
(b) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class B Certificateholder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
by Class B Certificates held by such Certificateholder) of amounts on
deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.09 by check mailed to each
Class B Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register), except that with respect to Class
B Certificates registered in the name of the nominee of a Clearing
Agency, such distribution shall be made in immediately available funds.
(c) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class C Interest Holder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Class C Interest
Holder's pro rata share (based on the aggregate Undivided Interests
represented by Class C Interests held by such Class C Interest Holder)
of amounts on deposit in the Distribution Account (including amounts
deposited in the Distribution Account with respect to amounts withdrawn
from the Spread Account (at the times and in the amounts specified in
the Class C Supplemental Agreement)) as are payable to the Class C
Interest Holders pursuant to Sections 4.09 and 4.11 by wire transfer of
immediately available funds in accordance with wire instructions
provided in writing to the Paying Agent by the holder of record of such
Class C Interests.
SECTION 5.02 Monthly Series 1997-B Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1997-B Certificateholder, each Rating Agency and
the Class C Interest Holders a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the Servicer, delivered
to the Trustee.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1998, the
Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 1997-B Holders, a statement
prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1997-B Holders, as set
forth in subclauses (i), (ii) and (iii) above, aggregated for such
calendar year or the applicable portion thereof during which such Person
was a Series 1997-B Holders, together with such other customary
information (consistent with the treatment of the Certificates as debt)
as the Servicer deems necessary or desirable to enable the Series 1997-B
Holders, to prepare their tax returns. Such obligations of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to time in
effect.
SECTION 9. Series 1997-B Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Seller (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B)
this Series Supplement, on or before the date occurring five days after
the date such payment or deposit is required to be made herein or (ii)
duly to observe or perform in any material respect any covenants or
agreements of the Seller set forth in the Agreement or this Series
Supplement (including, without limitation, the covenant of the Seller
contained in Section 11 of this Series Supplement), which failure has a
material adverse effect on the Series 1997-B Holders, (which
determination shall be made without reference to whether any funds are
available under any Credit Enhancement) and which continues unremedied
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Seller by the Trustee, or to the Seller and the Trustee by the Holders
of Investor Certificates evidencing Undivided Interests aggregating not
less than 50% of the Investor Interest of this Series 1997-B, and
continues to affect materially and adversely the interests of the Series
1997-B Holders (which determination shall be made without reference to
whether any funds are available under any Credit Enhancement) for such
period;
(b) any representation or warranty made by the Seller in the
Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Seller
pursuant to Section 2.01 or 2.06, (i) shall prove to have been incorrect
in any material respect when made or when delivered, which continues to
be incorrect in any material respect for a period of 60 days after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Seller by the Trustee, or to the
Seller and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the
Investor Interest of this Series 1997-B, and (ii) as a result of which
the interests of the Series 1997-B Holders are materially and adversely
affected (which determination shall be made without reference to whether
any funds are available under any Credit Enhancement) and continue to be
materially and adversely affected for such period; provided, however,
that a Series 1997-B Pay Out Event pursuant to this subsection 9(b)
hereof shall not be deemed to have occurred hereunder if the Seller has
accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the
provisions of the Agreement;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is less than the average of the Base Rates
for such period;
(d) the Seller shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required
by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1997-B Certificateholders; or
(f) the Investor Interest shall not be paid in full on the
Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such
subparagraphs, if any, either the Trustee or Holders of Series 1997-B
Certificates and the Class C Interest Holders evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this
Series 1997-B by notice then given in writing to the Seller and the
Servicer (and to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 1997-B Pay Out Event") has
occurred as of the date of such notice, and in the case of any event
described in subsection 9(c), (d) or (f) hereof, a Series 1997-B Pay Out
Event shall occur without any notice or other action on the part of the
Trustee or the Investor Certificateholders immediately upon the
occurrence of such event.
SECTION 10. Series 1997-B Termination. The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1997-B
Termination Date.
SECTION 11. Periodic Finance Charges and Other Fees. The
Seller hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Seller to be necessary in
order for the Seller to maintain its credit card business, based upon a
good faith assessment by the Seller, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of such reduction, the
Seller's reasonable expectation of the Portfolio Yield as of such date
would be less than the then Base Rate.
SECTION 12. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 13. Governing Law. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. Additional Notices. For so long as the
Investor Certificates shall be outstanding, the Seller agrees to provide
Fitch with the notice provided to each Rating Agency in subsection
2.06(c)(i) and agrees to provide to Fitch and Standard and Poor's the
Opinion of Counsel provided to ▇▇▇▇▇'▇ pursuant to subsection
2.06(c)(vi), in each case in the times and the manner provided for in
such subsections.
SECTION 15. Additional Representations and Warranties of
the Servicer. MBNA America Bank, National Association, as initial
Servicer, hereby makes, and any Successor Servicer by its appointment
under the Agreement shall make the following representations and
warranties:
(a) All Consents. All authorizations, consents, orders or
approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Series Supplement by
the Servicer and the performance of the transactions contemplated by
this Series Supplement by the Servicer, have been duly obtained,
effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not
permit any rescission or cancellation of any Receivable except as
ordered by a court of competent jurisdiction or other Governmental
Authority or in accordance with the normal operating procedures of the
Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes.
Except in connection with its enforcement or collection of an Account,
the Servicer will take no action to cause any Receivable to be evidenced
by an instrument (as defined in the UCC as in effect in the State of
Delaware).
SECTION 16. No Petition. The Seller, the Servicer and the
Trustee, by entering into this Series Supplement and each Investor
Certificateholder, by accepting a Series 1997-B Certificate or Class C
Interest, hereby covenant and agree that they will not at any time
institute against the Trust, or join in any institution against the
Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations
relating to the Investor Certificateholders, the Agreement or this
Series Supplement.
SECTION 17. Certain Tax Related Amendments. In addition to
being subject to amendment pursuant to any other provisions relating to
amendments in either the Agreement or this Series Supplement, this
Series Supplement may be amended by the Seller without the consent of
the Servicer, Trustee or any Investor Certificateholder if the Seller
provides the Trustee with (i) an Opinion of Counsel to the effect that
such amendment or modification would reduce the risk the Trust would be
treated as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or modification
would not materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be deemed
effective without the Trustee's consent, if the Trustee's rights, duties
and obligations hereunder are thereby modified. Promptly after the
effectiveness of any amendment pursuant to this Section 18, the Seller
shall deliver a copy of such amendment to each of the Servicer, the
Trustee and each Rating Agency.
SECTION 18. Tax Representation and Covenant. Any holder of
an interest in the Trust acquired pursuant to Section 12.01(b) in
respect of the Series 1997-B Certificates shall be required to represent
and covenant in connection with such acquisition that (x) it has neither
acquired, nor will it sell, trade or transfer any interest in the Trust
or cause any interest in the Trust to be marketed on or through either
(i) an "established securities market" within the meaning of Code
section 7704(b)(1), including without limitation an interdealer
quotation system that regularly disseminates firm buy or sell quotations
by identified brokers or dealers by electronic means or otherwise or
(ii) a "secondary market (or the substantial equivalent thereof)" within
the meaning of Code section 7704(b)(2), including a market wherein
interests in the Trust are regularly quoted by any person making a
market in such interests and a market wherein any person regularly makes
available bid or offer quotes with respect to interests in the Trust and
stands ready to effect buy or sell transactions at the quoted prices for
itself or on behalf of others, (y) unless the Seller consents otherwise,
such holder (i) is properly classified as, and will remain classified
as, a "corporation" as described in Code section 7701(a)(3) and (ii) is
not, and will not become, an S corporation as described in Code section
1361, and (z) it will (i) cause any participant with respect to such
interest otherwise permitted hereunder to make similar representations
and covenants for the benefit of the Seller and the Trust and (ii)
forward a copy of such representations and covenants to the Trustee.
Each such holder shall further agree in connection with its acquisition
of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant)
is and shall remain classified as a corporation other than an S
corporation, the Seller shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that
such holder shall take all actions necessary to permit such replacement
investor to succeed to its rights and obligations as a holder (or to the
rights of its participant).
SECTION 19. Seller's Direction to Trustee. The Seller
hereby directs the Trustee to enter into the Class C Supplemental
Agreement pursuant to this Series Supplement and the Agreement. The
Trustee hereby agrees and covenants to perform its obligations in
accordance with any such document.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series 1997-B Supplement to be duly executed by their
respective officers as of the day and year first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to MBNA America Bank, National Association or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest (as defined below) and the other assets and interests
constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1997-B Supplement dated as of February 27,
1997 (collectively, the "Pooling and Servicing Agreement"), by and
between MBNA America Bank, National Association, as Seller (the
"Seller") and as Servicer (the "Servicer"), and The Bank of New York, as
Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinbelow. The Series 1997-B
Certificates are issued in two classes, the Class A Certificates (of
which this certificate is one) and the Class B Certificates, which are
subordinated to the Class A Certificates in certain rights of payment as
described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1997-B Certificates with the intention that the
Series 1997-B Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1997-B Certificateholder (or
Series 1997-B Certificate Owner) by acceptance of its Series 1997-B
Certificate (or in the case of a Series 1997-B Certificate Owner, by
virtue of such Series 1997-B Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1997-B Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1997-B
Certificateholder agrees that it will cause any Series 1997-B
Certificate Owner acquiring an interest in a Series 1997-B Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1997-B Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by virtue of
the acceptance hereof assents and by which the Class A Certificateholder
is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class A Certificate is
qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the
rights, duties and obligations of the Trustee.
Interest will accrue on the Class A Certificates from the
Closing Date through March 16, 1997, from March 17, 1997 through April
14, 1997 and from April 15, 1997 through May 14, 1997 and with respect
to each Interest Period thereafter, at the rate of 0.16% per annum above
LIBOR, as more specifically set forth in the Pooling and Servicing
Agreement, and will be distributed on May 15, 1997 and on the 15th day
of each calendar month thereafter, or if such day is not a Business Day,
on the next succeeding Business Day (a "Distribution Date"), to the
Class A Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date. During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A
Monthly Principal will be distributed to the Class A Certificateholders
on the Distribution Date of each calendar month commencing in the month
following the commencement of the Rapid Amortization Period until the
Class A Certificates have been paid in full. During the Controlled
Accumulation Period, in addition to monthly payments of Class A Monthly
Interest, the amount on deposit in the Principal Funding Account will be
distributed as principal to the Class A Certificateholders on the March
2012 Distribution Date, unless distributed earlier as a result of the
occurrence of a Pay Out Event in accordance with the Pooling and
Servicing Agreement.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class A Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 1997-B Class A Certificate to be duly executed
under its official seal.
By:___________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: February 27, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-B Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:____________________
Authorized Signatory
Date: February 27, 1997
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to MBNA America Bank, National Association or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest (as defined below) and the other assets and interests
constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1997-B Supplement dated as of February 27,
1997 (collectively, the "Pooling and Servicing Agreement"), by and
between MBNA America Bank, National Association, as Seller (the
"Seller") and as Servicer (the "Servicer"), and The Bank of New York, as
Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinbelow. The Series 1997-B
Certificates are issued in two classes, the Class A Certificates and the
Class B Certificates (of which this certificate is one), which are
subordinated to the Class A Certificates in certain rights of payment as
described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1997-B Certificates with the intention that the
Series 1997-B Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1997-B Certificateholder (or
Series 1997-B Certificate Owner) by acceptance of its Series 1997-B
Certificate (or in the case of a Series 1997-B Certificate Owner, by
virtue of such Series 1997-B Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1997-B Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1997-B
Certificateholder agrees that it will cause any Series 1997-B
Certificate Owner acquiring an interest in a Series 1997-B Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1997-B Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by virtue of
the acceptance hereof assents and by which the Class B Certificateholder
is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class B Certificate is
qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the
rights, duties and obligations of the Trustee.
Interest will accrue on the Class B Certificates from the
Closing Date through March 16, 1997, from March 17, 1997 through April
14, 1997 and from April 15, 1997 through May 14, 1997 and with respect
to each Interest Period thereafter, at the rate of 0.35% per annum above
LIBOR, as more specifically set forth in the Pooling and Servicing
Agreement, and will be distributed on May 15, 1997 and on the 15th day
of each calendar month thereafter, or if such day is not a Business Day,
on the next succeeding Business Day (a "Distribution Date"), to the
Class B Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date. During the Rapid
Amortization Period, in addition to Class B Monthly Interest, Class B
Monthly Principal will be distributed to the Class B Certificateholders
on the Distribution Date of each calendar month commencing in the month
following the commencement of the Rapid Amortization Period until the
Class B Certificates have been paid in full or, during the Controlled
Accumulation Period following the payment in full of the Class A
Investor Interest, on the March 2012 Distribution Date, unless
distributed earlier as a result of the occurrence of a Pay Out Event.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class B Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 1997-B Class B Certificate to be duly executed
under its official seal.
By:____________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: February 27, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-B Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:____________________
Authorized Signatory
Date: February 27, 1997
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-B
MONTHLY PERIOD ENDING _________ __, ____
Capitalized terms used in this notice have their respective meanings set
forth in the Pooling and Servicing Agreement. References herein to
certain sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement as
supplemented by the Series 1997-B Supplement. This notice is delivered
pursuant to Section 4.09.
A) MBNA is the Servicer under the Pooling and Servicing
Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer
Date under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
(i) to make withdrawals from the Finance Charge Account, the Principal
Account, and the Principal Funding Account on _________ __, ____, which
date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts
and (ii) to apply the proceeds of such withdrawals in accordance with
subsection 3(a) of the Series 1997-B Supplement and Section 4.09 of the
Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1997-B Supplement:-----
---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
---1.-Class A Monthly Interest at the Class A Certificate Rate on the
Class A Investor Interest-$___________
---2.-Class A Deficiency Amount-$___________
---3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):-----
---1.-Class A Servicing Fee-$___________
---2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):-----
---1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
---1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
F.Pursuant to subsection 4.09(b)(i):-----
---1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
---2.-Class B Deficiency Amount-$___________
---3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):-----
---1.-Class B Servicing Fee-$___________
---2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):-----
---1.-Portion of Excess Spread from Class B Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
I.Pursuant to subsection 4.09(c)(i):-----
---1.-Class C Servicing Fee,
if applicable-$___________
---2.-Accrued and unpaid Class C Servicing Fee, if applicable-
$___________
J.Pursuant to subsection 4.09(c)(ii):-----
---1.-Portion of Excess Spread from Class C Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
----Total-$
K.Pursuant to subsection 4.09(d)(i):-----
---1.-Amount to be treated as Shared Principal Collections-$___________
L.Pursuant to subsection 4.09(d)(ii):-----
---1.-Amount to be paid to the Holder of the Seller Certificate-
$___________
---2.-Unallocated Principal Collections-$___________
M.Pursuant to subsection 4.09(e)(i):-----
---1.-Class A Monthly Principal-$___________
N.Pursuant to subsection 4.09(e)(ii):-----
---1.-Class B Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(iii)-----
---1.-Class C Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iv):-----
---1.-Amount to be treated as Shared Principal Collections-$___________
Q.Pursuant to subsection 4.09(e)(v):-----
---1.-Amount to be paid to the Holder of the Seller Certificate-
$___________
---2.-Unallocated Principal Collections-$___________
----Total-$
R.Pursuant to subsection 4.09(f):-----
---1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________
II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
to pay in accordance with Section 5.01 from the Distribution Account on
_________ __, ____, which date is a Distribution Date under the Pooling
and Servicing Agreement, amounts so deposited in the Distribution
Account pursuant to Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
---1.-Amount to be distributed to Class A Certificateholders-
$___________
---2.-Amount to be distributed to Class B Certificateholders-
$___________
---3.-Amount to be distributed to Class C Interest Holders-$___________
B.Pursuant to subsection 4.09(h)(i):-----
---1.-Amount to be distributed to the Class A Certificateholders-
$___________
C.Pursuant to subsection 4.09(h)(ii):-----
---1.-Amount to be distributed to the Class B Certificateholders-
$___________
D.Pursuant to subsection 4.09(h)(iii):-----
---1.-Amount to be distributed to the Class C Interest Holders-
$___________
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Monthly Period
and to make the following distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if any, which will
be used to fund the Class A Required Amount and be applied in accordance
with, and in the priority set forth in, subsection 4.09(a)--$___________
B.
---The amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if any, which will
be used to fund the Class B Required Amount and be applied first in
accordance with, and in the priority set forth in, subsection 4.09(b)
and then any amount available to pay the Class B Investor Default Amount
shall be treated as a portion of Investor Principal Collections and
deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) which will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account--$___________
E.---The amount equal to the Class C Monthly Interest plus the Class C
Deficiency Amount plus any Class C Additional Interest plus the amount
of any withdrawals from the Spread Account for treatment as Class C
Monthly Interest which will be deposited into the Distribution Account--
$___________
F.---The amount equal to the aggregate amount of accrued but unpaid
Class C Servicing Fees which will be paid to the Servicer if the Seller
or The Bank of New York is the Servicer,--$___________
G.---The amount equal to the Class C Investor Default Amount, if any,
for the prior Monthly Period which will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account-
-$___________
H.---On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any, of
the Required Reserve Account Amount over the Available Reserve Account
Amount which shall be deposited into the Reserve Account--$___________
I.---The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (A) through (H) above which shall be deposited
into the Spread Account as described in subsection 4.11(j), or paid to
the Holder of the Seller Certificate as described in subsection 4.11(k),
in accordance with the provisions of the Class C Supplemental Agreement-
-$___________
-----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Monthly
Period in the following amounts:-----
A.Reallocated Class C Principal Receivables-----$___________
B.Reallocated Class B Principal Receivables-----$___________
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
-(1)-The aggregate amount of the Class A Deficiency Amount-$___________
-(2)-The aggregate amount of the Class B Deficiency Amount-$___________
B. Subsection 4.11(e):---
-(1)-The aggregate amount of the Class C Deficiency Amount-$___________
C. Subsections 4.09(a)(ii) and (b)(ii):---
-The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees--$___________
D. Section 4.10:---
-The aggregate amount of all unreimbursed Investor Charge Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1997-B CERTIFICATEHOLDERS' STATEMENT
Series 1997-B
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with respect to
the distribution date of ______ __, ____ and with respect to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on the
Basis of $1,000 Original Certificate Principal Amount)---
-1.-The amount of the current monthly distribution in respect of Class A
Monthly Principal--$__________
-2.-The amount of the current monthly distribution in respect of Class B
Monthly Principal--$__________
-3.-The amount of the current monthly distribution in respect of Class C
Monthly Principal--$__________
-4.-The amount of the current monthly distribution in respect of Class A
Monthly Interest --$__________
-5.-The amount of the current monthly distribution in respect of Class A
Deficiency Amounts--$__________
-6.-The amount of the current monthly distribution in respect of Class A
Additional Interest--$__________
-7.-The amount of the current monthly distribution in respect of Class B
Monthly Interest--$__________
-8.-The amount of the current monthly distribution in respect of Class B
Deficiency Amounts--$__________
-9.-The amount of the current monthly distribution in respect of Class B
Additional Interest--$__________
-10.-The amount of the current monthly distribution in respect of Class
C Monthly Interest--$__________
-11.-The amount of the current monthly distribution in respect of Class
C
Deficiency Amounts--$__________
-12.-The amount of the current monthly distribution in respect of Class
C
Additional Interest--$__________
B.-Information Regarding the Performance of the Trust---
-1.-Collection of Principal Receivables--
--(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
--(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class C Interests-$__________
-2.-Principal Receivables in the Trust--
--(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
--(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1997-B as
of the end of the day on
the last day of the related Monthly Period -$__________
--(c)-The amount of Principal Receivables in the Trust represented by
the Series 1997-B Adjusted Investor Interest as of the end of the day on
the last day of the related Monthly Period-$__________
--(d)-The amount of Principal Receivables in the Trust represented by
the Class A Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
--(e)-The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Investor Interest as of the end of day on the last
day of the related Monthly Period -$__________
--(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
--(g)-The amount of Principal Receivables in the Trust represented by
the Class B Adjusted Investor Interest as of the end of day on the last
day of the related Monthly Period-$__________
--(h)-The amount of Principal Receivables in the Trust represented by
the Class C Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
--(i)-The amount of Principal Receivables in the Trust represented by
the Class C Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period-$___________
--(j)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
--(k)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
--(l)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
--(m)-The Class C Floating Allocation with respect to the related
Monthly Period-____%
--(n)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
--(o)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
--(p)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
--(q)-The Class C Fixed Allocation with respect to the related Monthly
Period-____%
-3.-Delinquent Balances--
--The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--
--Aggregate
Account
Balance --Percentage
of Total
Receivables
----
-(a)- 35 - 64 days:-$__________-____%
-(b)- 65 - 94 days:-$__________-____%
-(c)- 95 - 124 days:-$__________-____%
-(d)-125 - 154 days:-$__________-____%
-(e)-155 - or more days:-$__________-____%
--Total: -$__________-____%
-4.-Investor Default Amount--
--(f)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
--(g)-The Class A Investor Default Amount for the related Monthly
Period-$__________
--(h)-The Class B Investor Default Amount for the related Monthly
Period-$__________
--(i)-The Class C Investor Default
Amount for the related Monthly Period-$__________
-5.-Investor Charge Offs--
--(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
--(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
--(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
--(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
--(e)-The aggregate amount of Class C Investor Charge Offs for the
related Monthly Period-$__________
--(f)-The aggregate amount of Class C Investor Charge Offs set forth in
5(e) above per $1,000 of original certificate principal amount-
$__________
--(g)-The aggregate amount of Class A Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
--(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(i)-The aggregate amount of Class B Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
--(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(k)-The aggregate amount of Class C Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
--(l)-The aggregate amount of Class C Investor Charge Offs set forth in
5(k) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding Distribution Date-$__________
-6.-Investor Servicing Fee--
--(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(c)-The amount of the Class C Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(d)-the amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
-7.Reallocations---
--(a)-The amount of Reallocated Class C Principal Collections with
respect to this Distribution Date-$__________
--(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
--(c)-The Class C Investor Interest as of the close of business on this
Distribution Date-$__________
--(d)-The Class C Adjusted Investor Interest as of the close of business
on this Distribution Date-$__________
--(e)-The Class B Investor Interest as of the close of business on this
Distribution Date-$__________
--(f)-The Class B Adjusted Investor Interest as of the close of business
on this Distribution Date-$__________
--(g)-The Class A Investor Interest as of the close of business on this
Distribution Date-$__________
--(h)-The Class A Adjusted Investor Interest as of the close of business
on this Distribution Date-$__________
-8.Collection of Finance Charge Receivables---
--(a)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class B Certificates-$_________
--(c)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class C Interests-$__________
-9.Principal Funding Account---
--(a)-The principal amount on deposit in the Principal Funding Account
on the related Transfer Date-$__________
--(b)-The Accumulation Shortfall with respect to the related Monthly
Period-$__________
--(c)-The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class A
Available Funds-$__________
--(d)-The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class B
Available Funds-$__________
--(e)-The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class C
Available Funds-$__________
-10.-Reserve Account--
--(a)The Reserve Draw Amount on the related Trasnfer Date--$__________
--(b)The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class A
Available Funds--$__________
--(c)The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class B
Available Funds--$__________
--(d)The amount of Reserve Draw Amount deposited in the Finance Charge
Account on the related Transfer Date to be treated as Class C Available
Funds--$__________
-11.-Available Funds--
--(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(c)-The amount of Class C Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
-12.-Portfolio Yield--
--(a)-The Portfolio Yield for the related Monthly Period-____%
--(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
C.Floating Rate Determinations----
-1.-LIBOR for the Interest Period ending on this Distribution Date--
____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-B
1.--The aggregate amount of the Investor Percentage of Collections of
Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts with
respect to Annual Membership Fees)--$__________
3.--The aggregate amount of the Investor Percentage of amounts with
respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of Interchange--
$__________
5.--The aggregate amount of Servicer Interchange--$__________
6.--The aggregate amount of funds on deposit in Finance Charge Account
allocable to the Series 1997-B Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1997-B Certificates --$__________
8.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1997-B Certificates --$___________
9.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders --$__________
--(ii) Class B Certificateholders--$__________
--(iii) Class C Interest Holders --$__________
10.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
--(ii) Class B Certificateholders--$___________
--(iii) Class C Interest Holders --$___________
11.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
--(ii) Class B Certificateholders --$___________
--(iii) Class C Interest Holders --$___________
12.--To the knowledge of the undersigned, no Series 1997-B Pay Out Event
or Trust Pay Out Event has occurred except as described below: --
---None-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
(..continued)
DC1-23192.5