Exhibit 4.1
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1998-E Certificateholders
________________________________________
SERIES 1998-E SUPPLEMENT
Dated as of August 11, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
SERIES 1998-E
SERIES 1998-E SUPPLEMENT, dated as of August 11, 1998 (this
"Series Supplement"), by and between MBNA AMERICA BANK, NATIONAL
ASSOCIATION, a national banking association, as Seller and Servicer,
and THE BANK OF NEW YORK, as Trustee under the Pooling and Servicing
Agreement dated as of August 4, 1994 between MBNA America Bank,
National Association and the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing
the delivery by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and the
Trust shall create a new Series of Investor Certificates and shall
specify the Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued in two classes pursuant to
the Agreement and this Series Supplement and to be known together as
the "Series 1998-E Certificates." The two classes shall be designated
the Class A Floating Rate Asset Backed Certificates, Series 1998-E (the
"Class A Certificates") and the Class B Floating Rate Asset Backed
Certificates, Series 1998-E (the "Class B Certificates"). The Class A
Certificates and the Class B Certificates shall be substantially in the
form of Exhibits A-1 and A-2 hereto, respectively. In addition, there
is hereby created a third Class of an uncertificated interest in the
Trust which shall be deemed to be an "Investor Certificate" for all
purposes under the Agreement and this Series Supplement, except as
expressly provided herein, and which shall be known as the Collateral
Interest, Series 1998-E (the "Collateral Interest").
(b) Series 1998-E shall be included in Group One (as
defined below). Series 1998-E shall not be subordinated to any other
Series.
(c) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the
benefits of the Agreement and this Series Supplement upon payment by
the Collateral Interest Holder of amounts owing on the Closing Date as
agreed to by the Seller and the Collateral Interest Holder.
Notwithstanding the foregoing, except as expressly provided herein, (i)
the provisions of Article VI and Article XII of the Agreement relating
to the registration, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates and the opinion
described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the
definition of Tax Opinion in Section 1.01 of the Agreement shall not be
applicable to the Collateral Interest, and (ii) the provisions of
Section 3.07 of the Agreement shall not apply to cause the Collateral
Interest to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Seller intends and, together
with the Collateral Interest Holder, agrees to treat the Collateral
Interest for federal, state and local income and franchise tax purposes
as representing an equity interest in the assets of the Trust.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall
mean Articles, Sections or subsections of the Agreement, except as
otherwise provided herein. All capitalized terms not otherwise defined
herein are defined in the Agreement. Each capitalized term defined
herein shall relate only to the Investor Certificates and no other
Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes
of the definition of Group One Monthly Principal Payment as such term
is defined in each Supplement relating to Group One, the Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the
initial investor interests of all outstanding Series, and the
denominator of which is equal to the sum of (a) the Initial Investor
Interest, (b) the initial investor interests of all outstanding Series
(other than Series 1998-E) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
outstanding Series which are not allocating Shared Principal
Collections to other Series and are in their revolving periods;
provided, however, that this definition may be changed at anytime if
the Rating Agency Condition is satisfied.
"Accumulation Period Length" shall have the meaning
assigned such term in subsection 4.09(j).
"Accumulation Shortfall" shall initially mean zero and
shall thereafter mean, with respect to any Monthly Period during the
Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Monthly Period over the amount
deposited into the Principal Funding Account pursuant to subsections
4.09(f)(i), 4.09(f)(ii) and 4.09(f)(iii) with respect to the Class A
Certificates, the Class B Certificates and the Collateral Interest,
respectively, for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to
any date of determination, an amount equal to the sum of (a) the Class
A Adjusted Investor Interest and (b) the Class B Adjusted Investor
Interest and (c) the Collateral Interest Adjusted Amount.
"Assignee" shall have the meaning specified in subsection
19(a).
"Aggregate Investor Default Amount" shall mean, with
respect to any Monthly Period, the sum of the Investor Default Amounts
in respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which
pursuant to Section 4.12 are required to fund the Class A Required
Amount and the Class B Required Amount, plus (c) the amount of Shared
Principal Collections with respect to Group One that are allocated to
Series 1998-E in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with
respect to any Transfer Date, the lesser of (a) the amount on deposit
in the Reserve Account on such date (after taking into account any
interest and earnings retained in the Reserve Account pursuant to
subsection 4.15(b) on such date, but before giving effect to any
deposit made or to be made pursuant to subsection 4.11(i) to the
Reserve Account on such date) and (b) the Required Reserve Account
Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Minimum Monthly Interest, each for the
related Interest Period, and the Certificateholder Servicing Fee and
the Servicer Interchange, each with respect to such Monthly Period, and
the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Account Percentage" shall mean, with respect to
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class A Monthly Principal as of the
Record Date preceding the related Transfer Date and the denominator of
which is the aggregate amount on deposit in the Principal Funding
Account with respect to Class A Monthly Principal and Class B Monthly
Principal as of the Record Date preceding the related Transfer Date.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class A
Investor Interest minus the funds on deposit in the Principal Funding
Account (in an amount not to exceed the Class A Investor Interest) on
such date of determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) an amount equal to the
product of (i) the Class A Account Percentage and (ii) the Principal
Funding Investment Proceeds, if any, with respect to the related
Transfer Date, (c) the Interest Funding Investment Proceeds arising
pursuant to subsection 4.18(b), if any, with respect to the related
Transfer Date and (d) 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 but excluding October 15, 1998, and with respect to each
Interest Period thereafter, a per annum rate equal to 0.145% 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 $750,000,000.
"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
the Rapid Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and
(b) the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) over Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.11(b) prior to such date of
determination; provided, however, that the Class A Investor Interest
may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning specified
in subsection 3(a) of this Series Supplement.
"Class B Account Percentage" shall mean, with respect to
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class B Monthly Principal as of the
Record Date preceding the related Transfer Date and the denominator of
which is the aggregate amount on deposit in the Principal Funding
Account with respect to Class A Monthly Principal and Class B Monthly
Principal as of the Record Date preceding the related Transfer Date.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class B
Investor Interest minus the excess, if any, of the Principal Funding
Account Balance over the Class A Investor Interest on such date of
determination (such excess not to exceed the Class B Investor
Interest).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) an amount equal to the
product of (i) the Class B Account Percentage and (ii) the Principal
Funding Investment Proceeds, if any, with respect to the related
Transfer Date and (c) amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the
related Transfer Date to be treated as Class B Available Funds pursuant
to subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean from the Closing Date
through but excluding October 15, 1998, and with respect to each
Interest Period thereafter, a per annum rate equal to 0.33% 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 $66,200,000.
"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
the Rapid Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and
(b) the Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a)
on all prior Transfer Dates for which the Collateral Interest Amount
has not been reduced, minus (e) an amount equal to the amount by which
the Class B Investor Interest has been reduced on all prior Transfer
Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount
of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(d) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below
zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified
in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean August 11, 1998.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Collateral Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to
any Monthly Period, an amount equal to the Collateral Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified
in subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Allocation applicable for the related Monthly
Period.
"Collateral Fixed Allocation" shall mean with respect to
any Monthly Period following the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest Amount as of the
close of business on the last day of the Revolving Period and the
denominator of which is equal to the Investor Interest as of the close
of business on the last day of the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect
to any Monthly Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest Adjusted Amount as of the close of business on the
last day of the preceding Monthly Period and the denominator of which
is equal to the Adjusted Investor Interest as of the close of business
on such day; provided, however, that, with respect to the first Monthly
Period, the Collateral Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Collateral
Interest Initial Amount and the denominator of which is the Initial
Investor Interest.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive (i)
to the extent necessary to make the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of
Collections allocable thereto under the Agreement and this Series
Supplement, funds on deposit in the Collection Account allocable
thereto pursuant to the Agreement and this Series Supplement, and funds
on deposit in the Principal Funding Account or any other Series Account
(and any investment earnings thereon, net of investment expenses and
losses, if and to the extent specifically provided herein) allocable
thereto pursuant to the Agreement and this Series Supplement and (ii)
amounts available pursuant to subsection 4.11(j).
"Collateral Interest Adjusted Amount" shall mean, with
respect to any date of determination, an amount equal to the Collateral
Interest Amount minus the excess, if any, of the Principal Funding
Account Balance over the sum of the Class A Investor Interest and the
Class B Investor Interest on such date of determination (such excess
not to exceed the Collateral Interest Amount).
"Collateral Interest Amount" shall mean, an amount equal to
(a) the Collateral Interest Initial Amount, minus (b) the aggregate
amount of principal payments made to the Collateral Interest Holder
prior to such date, minus (c) the aggregate amount of Collateral
Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(c), minus (d) the amount of Reallocated Principal Collections
allocated pursuant to subsections 4.12(a) and (b) on all prior Transfer
Dates, minus (e) an amount equal to the amount by which the Collateral
Interest Amount has been reduced on all prior Transfer Dates pursuant
to subsections 4.10(a) and (b), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(h) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided
further, however, that the Collateral Interest Amount may not be
reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in writing by the Seller to the Trustee.
"Collateral Interest Initial Amount" shall mean
$66,200,000.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Minimum Monthly Interest" shall mean the
monthly interest distributable in respect of the Collateral Interest
Amount as calculated in accordance with subsection 4.06(c).
"Collateral Minimum Rate" shall mean, for any Interest
Period, the rate specified in the Transfer Agreement; provided,
however, that the Collateral Minimum Rate shall not exceed a rate of
8.00% per annum.
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest Amount as
calculated in accordance with subsection 4.07(c).
"Controlled Accumulation Amount" shall mean for any
Transfer Date with respect to the Controlled Accumulation Period,
$73,533,333.33; provided, however, that if the Accumulation Period
Length is determined to be less than 12 months pursuant to subsection
4.09(j), the Controlled Accumulation Amount for each Transfer Date with
respect to the Controlled Accumulation Period will be equal to (i) the
product of (x) the Initial Investor Interest and (y) the Accumulation
Period Factor for such Monthly Period divided by (ii) the Required
Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at
the close of business on March 31, 2007 or such later date as is
determined in accordance with subsection 4.09(j) and ending on the
first to occur of (a) the commencement of the Rapid Amortization Period
and (b) the Series 1998-E Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for
such Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined as of
each Transfer Date with respect to any Interest Period, equal to the
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 on
deposit in the Principal Funding Account with respect to Class A
Monthly Principal as of the Record Date preceding such Transfer Date,
plus (b) the product of (i) a fraction, the numerator of which is the
actual number of days in 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 on
deposit in the Principal Funding Account with respect to Class B
Monthly Principal as of the Record Date preceding such Transfer Date.
"Credit Enhancement" shall mean (a) with respect to the
Class A Certificates, the subordination of the Class B Certificates and
the Collateral Interest, and (b) with respect to the Class B
Certificates, the subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum
of the Series Principal Shortfalls (as such term is defined in each of
the related Series Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Group One Monthly Principal Payment
for the Monthly Period relating to such date over the month to date
amount of Collections processed in respect of Principal Receivables for
such Monthly Period allocable to investor certificates of all
outstanding Series in Group One, not subject to reallocation, which are
on deposit or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean October 15, 1998 and the
fifteenth day of each calendar month thereafter, or if such fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if
any, specified pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch IBCA, Inc. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the
greater of (a) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the
prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for
all outstanding Series on such date of determination; provided,
however, that with respect to any Monthly Period in which an Addition
Date occurs or in which a Removal Date occurs on which, if any Series
has been paid in full, Principal Receivables in an aggregate amount
approximately equal to the initial investor interest of such Series are
removed from the Trust, the denominator determined pursuant to clause
(a) hereof shall be (i) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior
Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal
Date and (ii) the aggregate amount of Principal Receivables in the
Trust as of the beginning of the day on the related Addition Date or
Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition
Date or Removal Date, for the period from and including the related
Addition Date or Removal Date to and including the last day of such
Monthly Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of
the preceding Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables in the Trust as of the close of business on the day
immediately preceding the Closing Date and with respect to the second
calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables as of the close of business on the last day of
the first calendar month in the first Monthly Period), and (b) the sum
of the numerators used to calculate the Investor Percentages (as such
term is defined in the Agreement) for allocations with respect to
Finance Charge Receivables, Default Amounts or Principal Receivables,
as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs or in which a Removal Date
occurs on which, if any Series has been paid in full, Principal
Receivables in an aggregate amount approximately equal to the initial
investor interest of such Series are removed from the Trust, the
denominator determined pursuant to clause (a) hereof shall be (i) the
aggregate amount of Principal Receivables in the Trust as of the close
of business on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date,
for the period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period.
"Group One" shall mean Series 1998-E and each other Series
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with
respect to any Monthly Period, for all Series in Group One (including
Series 1998-E) which are in an Amortization Period or Accumulation
Period (as such terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as
such terms are defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the end of the prior
Monthly Period taking into effect any payments to be made on the
following Distribution Date for any Series in Group One in its
Principal Amortization Period or Rapid Amortization Period (as such
terms are defined in the related Supplements for all Series in Group
One), (d) the Adjusted Investor Interest as of the end of the prior
Monthly Period taking into effect any payments or deposits to be made
on the following Transfer Date and Distribution Date for any Series in
Group One in its Rapid Accumulation Period (as such terms are defined
in the related Supplements for all Series in Group One) and (e) such
other amounts as may be specified in the related Supplements for all
Series in Group One.
"Initial Investor Interest" shall mean $882,400,000.
"Interest Funding Account" shall have the meaning set forth
in Section 4.18.
" Interest Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Interest 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.
"Interest Payment Date" shall mean October 15, 1998 and the
fifteenth day of each January, April, July and October thereafter, or
if such fifteenth day is not a Business Day, the next succeeding
Business Day; provided, however, that commencing on the first
Distribution Date with respect to the Rapid Amortization Period, the
fifteenth day of each calendar month, or if such fifteenth day is not a
Business Day, the next succeeding Business Day shall be an Interest
Payment Date.
"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.
"Investment Letter" shall have the meaning specified in
subsection 19(b).
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A
Certificate, (b) with respect to the Class B Certificates, the holder
of record of a Class B Certificate and (c) with respect to the
Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A
Certificates, the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of
(a) the Default Amount and (b) the Floating Investor Percentage on the
day such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral
Interest Amount, each as of such date.
"Investor Percentage" shall mean for any Monthly Period,
(a) with respect to Finance Charge Receivables and Default Amounts at
any time and Principal Receivables during the Revolving Period, the
Floating Investor Percentage and (b) with respect to Principal
Receivables during the Controlled Accumulation Period 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 three-month United States dollar deposits
determined (or commencing on the first Distribution Date with respect
to the Rapid Amortization Period, for one-month United States dollar
deposits) 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, August 7, 1998 for
the period from the Closing Date through but excluding October 15,
1998, and, with respect to each Interest Period thereafter, the second
London Business Day prior to each Interest Payment Date. For each
Interest Period following the Interest Period ending October 15, 1998,
the related LIBOR Determination Date shall be the LIBOR Determination
Date prior to the later of (i) the most recent Interest Payment Date
preceding the first day of such Interest Period and (ii) the Interest
Payment Date occurring on the first day of such 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 Collateral Minimum Monthly Interest and any previously due and
the unpaid Collateral Minimum Monthly Interest, each with respect to
such Transfer Date.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and
shall end on and include September 30, 1998.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b)
if the Seller or The Bank of New York is no longer the Servicer, 2.0%
per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a
Series 1998-E Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Permitted Assignee" shall mean any Person who, if it were
the Collateral Interest Holder or holder of an interest in the Trust,
as applicable, would not cause the Trust to be taxable as a publicly
traded partnership for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, commencing on and including the January 1999 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, (d) the Interest
Funding Investment Proceeds deposited into the Finance Charge Account
on the Transfer Date related to such Monthly Period, and (e) 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.
"Prospectus" shall mean the prospectus and the prospectus
supplement as filed with the Securities and Exchange Commission under
Rule 424(b) of the Securities Act relating to the Series 1998-E
Certificates.
"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 1998-E Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of
any outstanding Series or class of a Series with respect to which it is
a Rating Agency.
"Reallocated Class B Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to
exceed the product of (a) the Class B Investor Allocation with respect
to the Monthly Period relating to such Transfer Date and (b) the
Investor Percentage with respect to the Monthly Period relating to such
Transfer Date and (c) the amount of Collections of Principal
Receivables with respect to the Monthly Period relating to such
Transfer Date; provided, however, that such amount shall not exceed the
Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided,
however, that such amount shall not exceed the Collateral Interest
Amount after giving effect to any Collateral Charge-Offs for such
Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated
Collateral Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest
monthly principal payment rate on the Accounts, expressed as a decimal,
for the 12 months preceding the date of such calculation; provided,
however, that this definition may be changed at any time if the Rating
Agency Condition is satisfied.
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1998-E.
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%,
but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the
Monthly Period which commences 12 months prior to the commencement of
the Controlled Accumulation Period; (c) the first Transfer Date for
which the Portfolio Adjusted Yield is less than 3%, but in such event
the Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which
commences 6 months prior to the commencement of the Controlled
Accumulation Period; and (d) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 4%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences 4
months prior to the commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by
which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall mean, with respect to each
Transfer Date relating to the Controlled Accumulation Period or the
first Transfer Date relating to the Rapid Amortization Period, the
amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date are less than the Covered Amount determined as of
such Transfer Date.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Scheduled Payment Date" shall mean the April 2008
Distribution Date.
"Series 1998-E" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1998-E Certificateholders" shall mean the holder of
record of a Series 1998-E Certificate.
"Series 1998-E Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1998-E Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1998-E Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the September 2010 Distribution Date and (c) the
Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Transfer Date, and (ii) with respect
to any Transfer Date relating to the Rapid 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 $919,166.67.
"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).
"Transfer" shall have the meaning specified in subsection
19(a).
"Transfer Agreement" shall mean the agreement among MBNA
and the Collateral Interest Holder, dated as of August 11, 1998, as
amended or modified from time to time, relating to the transfer of the
Collateral Interest.
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(d).
SECTION 3. Servicing Compensation and Assignment of
Interchange. (a) The share of the Servicing Fee allocable to Series
1998-E with respect to any Transfer Date (the "Investor Servicing Fee")
shall be equal to one-twelfth of the product of (i) the Series
Servicing Fee Percentage and (ii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the
Investor Servicing Fee shall be equal to $2,451,111.11. 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
$919,166.67. 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 $1,302,083.32. 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 $114,930.56. The share of the Investor Servicing Fee
allocable to the Collateral Interest Amount with respect to any
Transfer Date (the "Collateral Interest Servicing Fee," and together
with the Class A Servicing Fee and the Class B Servicing Fee, the
"Certificateholder Servicing Fee") shall be equal to one-twelfth of the
product of (i) the Collateral Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the
last day of the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the Collateral
Interest Servicing Fee shall be equal to $114,930.56. Except as
specifically provided above, the Servicing Fee shall be paid by the
cash flows from the Trust allocated to the Seller or the
certificateholders of other Series (as provided in the related
Supplements) and in no event shall the Trust, the Trustee or the
Investor Certificateholders be liable therefor. The Class A Servicing
Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution in respect thereof pursuant to subsections
4.09(a)(ii) and 4.11(a). The Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(b)(ii) and 4.11(c). The
Collateral Interest Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsection 4.11(f) or, if applicable, subsection 4.09(c)(i).
(b) On or before each Transfer Date, the Seller shall
notify the Servicer of the amount of Interchange to be included as
Collections of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as
determined pursuant to this subsection 3(b). Such amount of
Interchange shall be equal to the product of (i) the total amount of
Interchange paid or payable to the Seller with respect to such Monthly
Period, (ii) a fraction the numerator of which is the aggregate amount
of cardholder charges for goods and services in the Accounts with
respect to such Monthly Period and the denominator of which is the
aggregate amount of cardholder charges for goods and services in all
MasterCard and VISA consumer revolving credit card accounts owned by
the Seller with respect to such Monthly Period and (iii) the Investor
Percentage with regard to Finance Charge Receivables. On each Transfer
Date, the Seller shall pay to the Servicer, and the Servicer shall
deposit into the Finance Charge Account, in immediately available
funds, the amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to the Investor Certificates with
respect to the preceding Monthly Period. The Seller hereby assigns,
sets-over, conveys, pledges and grants a security interest and lien to
the Trustee for the benefit of the Investor Certificateholders in
Interchange and the proceeds of Interchange, as set forth in this
subsection 3(b). In connection with the foregoing grant of a security
interest, this Series Supplement shall constitute a security agreement
under applicable law. To the extent that a Supplement for a related
Series, other than Series 1998-E, assigns, sets-over, conveys, pledges
or grants a security interest in Interchange allocable to the Trust,
all Investor Certificates of any such Series (except as otherwise
specified in any such Supplement) and the Investor Certificates shall
rank pari passu and be equally and ratably entitled as provided herein
to the benefits of such Interchange without preference or priority on
account of the actual time or times of authentication and delivery, all
in accordance with the terms and provisions of this Series Supplement
and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Seller at its
option, in accordance with the terms specified in subsection 12.02(a),
on any Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Certificates. The
Seller shall execute and deliver the Series 1998-E Certificates to the
Trustee for authentication in accordance with Section 6.01 of the
Agreement. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 6. Form of Delivery of the Certificates;
Depository; Denominations.
(a) The Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.01 and 6.10 of the Agreement.
(b) The Depository for the Certificates shall be The
Depository Trust Company, and the Certificates shall be initially
registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.01, 4.02
and 4.03 shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be
read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall represent
undivided interests in the Trust, consisting of the right to receive,
to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Interest Funding
Account, the Principal Account, the Principal Funding Account, the
Reserve Account and the Distribution Account. The Collateral Interest
shall be subordinate to the Class A Certificates and the Class B
Certificates. The Class B Certificates shall be subordinate to the
Class A Certificates. The Seller Interest shall not represent any
interest in the Collection Account, the Finance Charge Account, the
Interest Funding 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
Interest and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the product
of (y) the Investor Percentage on the Date of Processing of such
Collections and (z) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing, and of
that allocation, deposit in the Finance Charge Account an amount
equal to either (I) (A) prior to the date on which the amount of
Monthly Interest with respect to the related Interest Period is
determined by the Servicer, an amount equal to the product of (1)
the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing, and (B) at
all other times, the difference between (1) the Monthly Interest
with respect to the immediately following Transfer Date (plus, if
the Seller is not the Servicer, the Certificateholder Servicing
Fee for such Transfer Date plus the amount of any
Certificateholder Servicing Fee due but not paid to the Servicer
on any prior Transfer Date) and (2) the amounts previously
deposited in the Finance Charge Account with respect to the
current Monthly Period pursuant to this subsection 4.05(a)(i) or
(II) the amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this subsection 4.05(a)(i); provided, that
if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any
Date of Processing, on the related Transfer Date, the Servicer
shall withdraw from the Collection Account and deposit into the
Finance Charge Account an amount equal to the amount of
Collections of Finance Charge Receivables that have been
allocated to the Investor Certificateholders during the related
Monthly Period but not previously deposited in the Finance Charge
Account. Funds deposited into the Finance Charge Account
pursuant to this subsection 4.05(a)(i) shall be applied in
accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(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(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Interest an
amount equal to the excess, if any, identified in the proviso to
clause (A) above; provided, however, that the amount to be paid
to the Holder of the Seller Interest pursuant to this subsection
4.05(a)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Interest only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d); provided further, that in no
event shall the amount payable to the Holder of the Seller
Interest pursuant to this subsection 4.05(a)(iv)(B) be greater
than the Seller Interest on such Date of Processing.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to
the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Seller Interest and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(f).
(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(f).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Interest an
amount equal to the excess identified in the proviso to clause
(A) above, if any; provided, however, that the amount to be paid
to the Holder of the Seller Interest pursuant to this subsection
4.05(b)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Interest only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(d); provided further, that in no
event shall the amount payable to the Holder of the Seller
Interest pursuant to this subsection 4.05(b)(iv)(B) be greater
than the Seller Interest on such Date of Processing.
(c) Allocations During the Rapid 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 Adjusted Investor
Interest as of the close of business on the last day of the prior
Monthly Period (after taking into account any payments to be made
on the Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the Investor
Interest to be made on the Transfer Date relating to such Monthly
Period) and any Reallocated Principal Collections relating to the
Monthly Period in which such deposit is made and (B) pay to the
Holder of the Seller Interest an amount equal to the excess, if
any, identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the Seller
Interest pursuant to this subsection 4.05(c)(ii)(B) with respect
to any Date of Processing shall be paid to the Holder of the
Seller Interest only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments referred
to in subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.05(d); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.05(c)(ii)(B)
be greater than the Seller Interest on such Date of Processing.
(d) Unallocated Principal Collections. Any Collections in
respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Interest because of the
limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B) 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 Interest when, and only to the extent that,
the Seller Interest is greater than zero. For each Transfer Date with
respect to the Controlled Accumulation Period 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 from the
Finance Charge Account with respect to the Class A Certificates with
respect to each Transfer Date 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 any Class A Additional Interest, as defined below,
shall also be distributable from the Finance Charge Account with
respect to the Class A Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Interest Funding Account for payment to the Class A Certificateholders
on the next succeeding Interest Payment Date. The "Class A Additional
Interest" for any Transfer Date shall be an amount, if any, equal to
the product of (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, (B) the sum of (1) the Class A Certificate Rate in effect
with respect to such Interest Period, and (2) 2% per annum, and (C) any
Class A Deficiency Amount with respect to the Transfer Date immediately
preceding the prior Interest Payment Date. 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
Interest Funding Account for payment to the Class A Certificateholders
on the next succeeding Interest Payment Date.
(b) The amount of monthly interest distributable from the
Finance Charge Account with respect to the Class B Certificates with
respect to each Transfer Date 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 any Class B Additional Interest, as defined below,
shall also be distributable from the Finance Charge Account with
respect to the Class B Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Interest Funding Account for payment to the Class B Certificateholders
on the next succeeding Interest Payment Date. The "Class B Additional
Interest" for any Transfer Date shall be an amount, if any, equal to
the product of (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, (B) the sum of (1) the Class B Certificate Rate in effect
with respect to such Interest Period, and (2) 2% per annum, and (C) any
Class B Deficiency Amount with respect to the Transfer Date immediately
preceding the prior Interest Payment Date. 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
Interest Funding Account for payment to the Class B Certificateholders
on the next succeeding Interest Payment Date.
(c) The amount of monthly interest distributable with
respect to the Collateral Interest shall be an amount equal to one
twelfth of the product of (i) the Collateral Minimum Rate, times (ii)
the Collateral Interest Initial Amount less the aggregate amount
distributed to the Collateral Interest Holder with respect to the
Collateral Monthly Principal for all prior Transfer Dates (the
"Collateral Minimum Monthly Interest"); provided, however, that with
respect to the first Transfer Date, Collateral Minimum Monthly Interest
will include accrued interest at the Collateral Minimum Rate from and
including the Closing Date through but excluding October 15, 1998.
SECTION 4.07 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each
Transfer Date ("Class A Monthly Principal"), beginning with the
Transfer Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid 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 Collateral Interest on each
Transfer Date (the "Collateral 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 Class B Monthly Principal with respect to such Transfer
Date) and (iii) the Collateral Interest Adjusted Amount (after taking
into account any adjustments to be made on such Transfer Date pursuant
to Sections 4.10 and 4.12) prior to any deposit into the Principal
Funding Account on such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(a) On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
the sum of (i) the Class A Monthly Interest for such Transfer Date,
plus (ii) the Class A Deficiency Amount, if any, for such Transfer
Date, plus (iii) the Class A Additional Interest, if any, for such
Transfer Date, plus (iv) the Class A Servicing Fee for the prior
Monthly Period plus (v) the Class A Servicing Fee, if any, due but not
paid on any prior Transfer Date, plus (vi) the Class A Investor Default
Amount, if any, for the prior Monthly Period, exceeds the Class A
Available Funds for the related Monthly Period.
(b) On or before each Transfer Date, the Servicer shall
also determine the amount (the "Class B Required Amount"), if any,
equal to the sum of (i) the amount, if any, by which the sum of (A) the
Class B Monthly Interest for such Transfer Date, plus (B) the Class B
Deficiency Amount, if any, for such Transfer Date, plus (C) the Class B
Additional Interest, if any, for such Transfer Date, plus (D) the Class
B Servicing Fee for the prior Monthly Period, plus (E) the Class B
Servicing Fee, if any, due but not paid on any prior Transfer Date,
exceeds the Class B Available Funds for the related Monthly Period,
plus (ii) the Class B Investor Default Amount, if any, for the prior
Monthly Period.
(c) In the event that the sum of the Class A Required
Amount and the Class B Required Amount for such Transfer Date is
greater than zero, the Servicer shall give written notice to the
Trustee of such positive Class A Required Amount or Class B Required
Amount on or before such Transfer Date. In the event that the Class A
Required Amount for such Transfer Date is greater than zero, all or a
portion of the Excess Spread with respect to such Transfer Date in an
amount equal to the Class A Required Amount, to the extent available,
for such Transfer Date shall be distributed from the Finance Charge
Account on such Transfer Date pursuant to subsection 4.11(a). In the
event that the Class A Required Amount for such Transfer Date exceeds
the amount of Excess Spread with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the Collateral
Interest and the Collections of Principal Receivables allocable to the
Class B Certificates with respect to the prior Monthly Period shall be
applied as specified in Section 4.12. In the event that the Class B
Required Amount for such Transfer Date exceeds the amount of Excess
Spread available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable
to the Collateral Interest (after application to the Class A Required
Amount) shall be applied as specified in Section 4.12; provided,
however, that the sum of any payments pursuant to this paragraph shall
not exceed the sum of the Class A Required Amount and the Class B
Required Amount.
SECTION 4.09 Monthly Payments. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw and
the Trustee, acting in accordance with such instructions, shall
withdraw on such Transfer Date or the related Distribution Date, as
applicable, to the extent of available funds, the amounts required to
be withdrawn from the Finance Charge Account, the Interest Funding
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 Interest Funding Account for
payment to the Class A Certificateholders on the next succeeding
Interest Payment Date;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due
but not paid 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 Interest Funding Account for
payment to the Class B Certificateholders on the next succeeding
Interest Payment Date;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due
but not paid to the Servicer on any prior Transfer Date for such
Transfer Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section
4.11.
(c) An amount equal to the Collateral Available Funds
deposited into the Finance Charge Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) if the Seller or The Bank of New York is no longer the
Servicer, an amount equal to the Collateral Interest Servicing
Fee for such Transfer Date plus the amount of any Collateral
Interest Servicing Fee due but not paid to the Servicer on any
prior Transfer Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section
4.11.
(d) on the Transfer Date immediately preceding an Interest
Payment Date, an amount equal to the amount on deposit in the Interest
Funding Account (after taking into account any deposits to be made in
the Interest Funding Account on such Transfer Date) will be distributed
as follows:
(i) an amount equal to the amount deposited in the Interest
Funding Account (after taking into account any deposits to be
made in the Interest Funding Account on such Transfer Date) for
the benefit of the Class A Certificateholders shall be deposited
by the Servicer or the Trustee into the Distribution Account; and
(ii) an amount equal to the amount deposited in the
Interest Funding Account (after taking into account any deposits
to be made in the Interest Funding Account on such Transfer Date)
for the benefit of the Class B Certificateholders shall be
deposited by the Servicer or the Trustee into the Distribution
Account.
(e) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections for such Transfer Date and the
denominator of which is equal to the sum of the Available
Investor Principal Collections available for sharing as specified
in the related Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and applied
to Series in Group One other than this Series 1998-E; 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(e)(i)
above shall be paid to the Holder of the Seller Interest;
provided, however, that the amount to be paid to the Holder of
the Seller Interest pursuant to this subsection 4.09(e)(ii) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Interest only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.05(d); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.09(e)(ii) be
greater than the Seller Interest on such Transfer Date.
(f) 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 distributions referred to
in clauses (i) and (ii) above, an amount equal to the Collateral
Monthly Principal shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B)
during the Rapid Amortization Period, distributed to the
Collateral Interest Holder in accordance with subsection 5.01(c);
(iv) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.09(f)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the Available
Investor Principal Collections available for sharing as specified
in the related Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and (B) the
Available Investor Principal Collections remaining after the
application specified in subsections 4.09(f)(i), (ii) and (iii)
above, shall remain in the Principal Account to be treated as
Shared Principal Collections and applied to Series in Group One
other than this Series 1998-E; and
(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the
applications specified in subsections 4.09(f)(i) through (iv)
above shall be paid to the Holder of the Seller Interest;
provided, however, that the amount to be paid to the Holder of
the Seller Interest pursuant to this subsection 4.09(f)(v) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Interest only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.05(d); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.09(f)(v) be
greater than the Seller Interest on such Transfer Date.
(g) On the earlier to occur of (i) the first Transfer Date
with respect to the Rapid Amortization Period and (ii) the Transfer
Date immediately preceding the Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall
withdraw from the Principal Funding Account and (A) deposit in the
Distribution Account, the amount deposited into the Principal Funding
Account pursuant to subsections 4.09(f)(i) and 4.09(f)(ii) and (B) pay
to the Collateral Interest Holder in accordance with subsection
5.01(c), the amount deposited into the Principal Funding Account
pursuant to subsection 4.09(f)(iii).
(h) On each Interest Payment Date, the Trustee shall pay in
accordance with subsection 5.01 (i) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(d)(i) on the preceding
Transfer Date and (ii) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution
Account pursuant to subsection 4.09(d)(ii) on the preceding Transfer
Date.
(i) 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 subsections 5.01(a) and 5.01(b) from the
Distribution Account the amount so deposited into the Distribution
Account pursuant to subsections 4.09(f) and (g) on the related Transfer
Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit
in the Distribution Account and the Class A Investor Interest
shall be paid to the Class A Certificateholders; and
(ii) 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.
(j) The Controlled Accumulation Period is scheduled to
commence at the close of business on March 31, 2007; 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 March 2007 Distribution
Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole
months such that the sum of the Accumulation Period Factors for each
month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month;
provided further, however, that the determination of the Accumulation
Period Length may be changed at any time if the Rating Agency Condition
is satisfied.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer
Date, the Class A Investor Default Amount for the prior Monthly Period
exceeds the sum of the amount allocated with respect thereto pursuant
to subsection 4.09(a)(iii), subsection 4.11(a) and Section 4.12 with
respect to such Monthly Period, the Collateral Interest Amount (after
giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) will be
reduced by the amount of such excess, but not by more than the lesser
of the Class A Investor Default Amount and the Collateral Interest
Amount (after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such Transfer Date)
for such Transfer Date. In the event that such reduction would cause
the Collateral Interest Amount to be a negative number, the Collateral
Interest Amount will be reduced to zero, and the Class B Investor
Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections on such
Transfer Date) will be reduced by the amount by which the Collateral
Interest Amount would have been reduced below zero. In the event that
such reduction would cause the Class B Investor Interest to be a
negative number, the Class B Investor Interest will be reduced to zero,
and the Class A Investor Interest will be reduced by the amount by
which the Class B Investor Interest would have been reduced below zero,
but not by more than the Class A Investor Default Amount for such
Transfer Date (a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A
Investor Charge-Offs, it will be reimbursed on any Transfer Date (but
not by an amount in excess of the aggregate Class A Investor Charge-
Offs) by the amount of Excess Spread allocated and available for such
purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer
Date, the Class B Investor Default Amount for the prior Monthly Period
exceeds the amount of Excess Spread and Reallocated Collateral
Principal Collections which are allocated and available to fund such
amount pursuant to subsection 4.11(c) and Section 4.12, the Collateral
Interest Amount (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer
Date and any adjustments with respect thereto as described in
subsection 4.10(a) above) will be reduced by the amount of such excess
but not by more than the lesser of the Class B Investor Default Amount
and the Collateral Interest Amount (after giving effect to reductions
for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) for such Transfer
Date. In the event that such reduction would cause the Collateral
Interest Amount to be a negative number, the Collateral Interest Amount
will be reduced to zero and the Class B Investor Interest will be
reduced by the amount by which the Collateral Interest Amount would
have been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced by the
amount of Reallocated Class B Principal Collections in excess of the
Collateral Interest Amount pursuant to Section 4.12 and the amount of
any portion of the Class B Investor Interest allocated to the Class A
Certificates to avoid a reduction in the Class A Investor Interest
pursuant to subsection 4.10(a) above. The Class B Investor Interest
will thereafter be reimbursed (but not to an amount in excess of the
unpaid principal balance of the Class B Certificates) on any Transfer
Date by the amount of Excess Spread allocated and available for that
purpose as described under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount. If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread which is allocated and available to fund such
amount pursuant to subsection 4.11(g), the Collateral Interest Amount
will be reduced by the amount of such excess but not by more than the
lesser of the Collateral Default Amount and the Collateral Interest
Amount for such Transfer Date (a "Collateral Charge-Off"). The
Collateral Interest Amount will also be reduced by the amount of
Reallocated Principal Collections pursuant to Section 4.12 and the
amount of any portion of the Collateral Interest Amount allocated to
the Class A Certificates or the Class B Certificates to avoid a
reduction in the Class A Investor Interest, pursuant to subsection
4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Collateral Interest Amount will thereafter
be reimbursed on any Transfer Date by the amount of the Excess Spread
allocated and available for that purpose as described under subsection
4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply Excess
Spread with respect to the related Monthly Period to make the following
distributions on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class A
Required Amount and be applied in accordance with, and in the priority
set forth in, subsection 4.09(a);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class B
Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.09(b) and then any remaining amount
available to pay the Class B Investor Default Amount shall be treated
as a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial Class B
Investor Interest for reasons other than the payment of principal to
the Class B Certificateholders (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed)
will be treated as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer Date;
(e) an amount equal to the Collateral Minimum Monthly
Interest plus the amount of any past due Collateral Minimum Monthly
Interest for such Transfer Date will be paid to the Collateral Interest
Holder in accordance with subsection 5.01(c);
(f) if the Seller or The Bank of New York is the Servicer,
an amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees will be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(h) an amount equal to the aggregate amount by which the
Collateral Interest Amount has been reduced for reasons other than the
payment of amounts with respect to the Collateral Monthly Principal
(but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(i) on each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve
Account terminates as described in Section 4.15(f), an amount up to the
excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount shall be deposited into the Reserve
Account; and
(j) the balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (i) above shall be
paid to the Collateral Interest Holder in accordance with subsection
5.01(c).
SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread with respect to the related Monthly Period,
shall be applied pursuant to subsections 4.09(a)(i), (ii) 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 Collateral Interest Amount
shall be reduced by the amount of Reallocated Collateral Principal
Collections and by the amount of Reallocated Class B Principal
Collections for such Transfer Date. In the event that such reduction
would cause the Collateral Interest Amount (after giving effect to any
Collateral Charge-Offs for such Transfer Date) to be a negative number,
the Collateral Interest Amount (after giving effect to any Collateral
Charge-Offs for such Transfer Date) shall be reduced to zero and the
Class B Investor Interest shall be reduced by the amount by which the
Collateral Interest Amount would have been reduced below zero. In the
event that the reallocation of Reallocated Principal Collections would
cause the Class B Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Transfer Date) to be a negative number on
any Transfer Date, Reallocated Principal Collections shall be
reallocated on such Transfer Date in an aggregate amount not to exceed
the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer
Date) to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal
Collections allocable to Series 1998-E on any Transfer Date shall be
applied as an Available Investor Principal Collection pursuant to
Section 4.09 and pursuant to such Section 4.09 shall be deposited in
the Distribution Account or distributed to the Collateral Interest
Holder in accordance with subsection 5.01(c).
(b) Shared Principal Collections allocable to Series 1998-E
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 1998-E for
such Transfer Date; provided, however, that if the aggregate amount of
Shared Principal Collections for all Series for such Transfer Date is
less than the Cumulative Series Principal Shortfall for such Transfer
Date, then Shared Principal Collections allocable to Series 1998-E on
such Transfer Date shall equal the product of (i) Shared Principal
Collections for all Series for such Transfer Date and (ii) a fraction,
the numerator of which is the Series Principal Shortfall with respect
to Series 1998-E for such Transfer Date and the denominator of which is
the aggregate amount of Cumulative Series Principal Shortfall for all
Series for such Transfer Date.
(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 the
termination of the Principal Funding Account make deposits into the
Principal Funding Account in the amounts specified in, and otherwise in
accordance with, subsection 4.09(f).
(b) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Principal Funding
Account on any Transfer Date, after giving effect to any withdrawals
from the Principal Funding Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following Transfer Date.
The Trustee shall:
(i) hold each Permitted Investment (other than such as are
described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree
with the Trustee that (I) such investment property shall at
all times be credited to a securities account of the
Trustee, (II) such securities intermediary shall comply
with entitlement orders originated by the Trustee without
the further consent of any other person or entity, (III)
all property credited to such securities account shall be
treated as a financial asset, (IV) such securities
intermediary shall waive any lien on, security interest in,
or right of set-off with respect to any property credited
to such securities account, and (V) such agreement shall be
governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted Investment not
described in clause (i) above (other than such as are
described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause (c) of
the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date with respect to the Controlled
Accumulation Period and on the first Transfer Date with respect to the
Rapid Amortization Period, the Trustee, acting at the Servicer's
direction given on or before such Transfer Date, shall transfer from
the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds on deposit in the Principal
Funding Account for application as Class A Available Funds and Class B
Available Funds in accordance with Section 4.09.
Principal Funding Investment Proceeds (including reinvested
interest) shall not be considered part of the amounts on deposit in the
Principal Funding Account for purposes of this Series Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Reserve Account"),
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve
Account ceases to be a Qualified Institution, the Seller shall notify
the Trustee, and the Trustee upon being notified (or the Servicer on
its behalf) shall, within 10 Business Days, establish a new Reserve
Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new
Reserve Account. The Trustee, at the direction of the Servicer, shall
(i) make withdrawals from the Reserve Account from time to time in an
amount up to the Available Reserve Account Amount at such time, for the
purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Reserve Account Funding Date) prior to
termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with,
subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account
on such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall:
(i) hold each Permitted Investment (other than such as are
described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree
with the Trustee that (I) such investment property shall at
all times be credited to a securities account of the
Trustee, (II) such securities intermediary shall comply
with entitlement orders originated by the Trustee without
the further consent of any other person or entity, (III)
all property credited to such securities account shall be
treated as a financial asset, (IV) such securities
intermediary shall waive any lien on, security interest in,
or right of set-off with respect to any property credited
to such securities account, and (V) such agreement shall be
governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted Investment not
described in clause (i) above (other than such as are
described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause (c) of
the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in
the Reserve Account (to the extent that the Available Reserve Account
Amount is less than the Required Reserve Account Amount) and the
balance, if any, shall be deposited into the Finance Charge Account and
included in Class A Available Funds for such Transfer Date. For
purposes of determining the availability of funds or the balance in the
Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period and on or before the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall
calculate the Reserve Draw Amount; provided, however, that such amount
will be reduced to the extent that funds otherwise would be available
for deposit in the Reserve Account under Section 4.11(i) with respect
to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the Reserve
Account on such Transfer Date by the Trustee (acting in accordance with
the instructions of the Servicer) and deposited into the Finance Charge
Account for application in the following priority:
(i) an amount up to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to
clause (a) of the definition of Covered Amount over (y) an amount
equal to that portion of the Class A Available Funds computed
pursuant to clause (b) of the definition of Class A Available
Funds shall be treated as Class A Available Funds to be applied
pursuant to subsection 4.09(a)(i); and
(ii) an amount up to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to
clause (b) of the definition of Covered Amount over (y) an amount
equal to that portion of the Class B Available Funds computed
pursuant to clause (b) of the definition of Class B Available
Funds shall be treated as Class B Available Funds to be applied
pursuant to subsection 4.09(b)(i).
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder in accordance with subsection 5.01(c),
an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) 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 1998-E
Certificateholders that are payable from the Reserve Account as
provided herein, shall withdraw from the Reserve Account and distribute
to the Collateral Interest Holder in accordance with subsection
5.01(c), all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this
Series Supplement.
SECTION 4.16 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 three-month period (or commencing on the first
Distribution Date with respect to the Rapid Amortization Period, 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 three-month period (or commencing on the first Distribution Date
with respect to the Rapid Amortization Period, for a one-month period).
The Trustee will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two
such quotations are provided, the rate for that LIBOR Determination
Date will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a three-month
period (or commencing on the first Distribution Date with respect to
the Rapid Amortization Period, for a one-month period).
(b) The Class A Certificate Rate and Class B Certificate
Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by any Investor Certificateholder by
telephoning the Trustee at its Corporate Trust Office at (212) 815-
5368.
(c) On each LIBOR Determination Date prior to 12:00 noon
New York City time, the Trustee shall send to the Servicer by
facsimile, notification of LIBOR for the following Interest Period.
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Seller fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02 and 12.01)
required to be made or given by the Servicer or Seller, respectively,
at the time specified in the Agreement (including applicable grace
periods), the Trustee shall make such payment or deposit from the
applicable Investor Account without instruction from the Servicer or
Seller. The Trustee shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof;
provided, however, that the Trustee shall in all cases be deemed to
have sufficient information to determine the amount of interest payable
to the Series 1998-E Certificateholders on each Distribution Date. The
Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make
such payment, deposit or withdrawal. Such funds or the proceeds of
such withdrawal shall be applied by the Trustee in the manner in which
such payment or deposit should have been made by the Seller or the
Servicer, as the case may be.
SECTION 4.18 Interest 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
"Interest Funding Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series
1998-E Certificateholders. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Interest
Funding Account and in all proceeds thereof. The Interest Funding
Account shall be under the sole dominion and control of the Trustee for
the benefit of the Series 1998-E Certificateholders. If at any time
the institution holding the Interest 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 Interest Funding Account
meeting the conditions specified above with a Qualified Institution,
and shall transfer any cash or any investments to such new Interest
Funding Account. The Trustee, at the direction of the Servicer, shall
(i) make withdrawals from the Interest 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 make a deposit into the
Interest Funding Account in the amounts specified in, and otherwise in
accordance with, subsections 4.09(a) and (b).
(b) Funds on deposit in the Interest Funding Account shall
be invested at the direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Interest Funding
Account on any Transfer Date, after giving effect to any withdrawals
from the Interest Funding Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following Transfer Date.
The Trustee shall:
(i) hold each Permitted Investment (other than such as are
described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree
with the Trustee that (I) such investment property shall at
all times be credited to a securities account of the
Trustee, (II) such securities intermediary shall comply
with entitlement orders originated by the Trustee without
the further consent of any other person or entity, (III)
all property credited to such securities account shall be
treated as a financial asset, (IV) such securities
intermediary shall waive any lien on, security interest in,
or right of set-off with respect to any property credited
to such securities account, and (V) such agreement shall be
governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted Investment not
described in clause (i) above (other than such as are
described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause (c) of
the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date, the Trustee, acting at the
Servicer's direction given on or before such Transfer Date, shall
transfer from the Interest Funding Account to the Finance Charge
Account the Interest Funding Investment Proceeds on deposit in the
Interest Funding Account for application as Class A Available Funds
applied pursuant to subsection 4.09(a)(i).
Interest Funding Investment Proceeds (including reinvested
interest) shall not be considered part of the amounts on deposit in the
Interest Funding Account for purposes of this Series Supplement.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions.
(a) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class A Certificateholder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
by Class A Certificates held by such Certificateholder) of amounts on
deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Section 4.09 by check mailed to each
Class A Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register), except that with respect to Class
A Certificates registered in the name of the nominee of a Clearing
Agency, such distribution shall be made in immediately available funds.
(b) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class B Certificateholder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
by Class B Certificates held by such Certificateholder) of amounts on
deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.09 by check mailed to each
Class B Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register), except that with respect to Class
B Certificates registered in the name of the nominee of a Clearing
Agency, such distribution shall be made in immediately available funds.
(c) On each Transfer Date, the Trustee shall distribute to
the Collateral Interest Holder the aggregate amount payable to the
Collateral Interest Holder pursuant to Sections 4.09, 4.11 and 4.15 to
the Collateral Interest Holder's account, as specified in writing by
the Collateral Interest Holder, in immediately available funds.
SECTION 5.02 Monthly Series 1998-E Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1998-E Certificateholder, each Rating Agency and
the Collateral Interest Holder a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the Servicer, delivered
to the Trustee and setting forth, among other things, the following
information (which, in the case of subclauses (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of
$1,000 per Certificate and, in the case of subclauses (ix) and (x)
shall be stated on an aggregate basis and on the basis of an original
principal amount of $1,000 per Certificate, as applicable):
(i) the amount of the current distribution;
(ii) the amount of the current distribution allocable to
Class A Monthly Principal, Class B Monthly Principal and
Collateral Monthly Principal, respectively;
(iii) the amount of the current distribution allocable to
Class A Monthly Interest, Class A Deficiency Amounts, Class A
Additional Interest, Class B Monthly Interest, Class B Deficiency
Amounts, Class B Additional Interest, Collateral Minimum Monthly
Interest, and any past due Collateral Minimum Monthly Interest,
respectively;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Class A Certificates, the Class B
Certificates and the Collateral Interest, respectively;
(vi) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class A
Investor Interest, the Class A Adjusted Investor Interest, the
Class B Investor Interest, Class B Adjusted Investor Interest,
the Collateral Interest Amount, the Collateral Interest Adjusted
Amount, the Floating Investor Percentage, the Class A Floating
Allocation, the Class B Floating Allocation, the Collateral
Floating Allocation and the Fixed Investor Percentage, Class A
Fixed Allocation, the Class B Fixed Allocation and the Collateral
Fixed Allocation with respect to the Principal Receivables in the
Trust as of the end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts which
were 35 to 64, 65 to 94, 95 to 124, 125 to 154 and 155 or more
days delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and
the Collateral Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs
reimbursed on the Transfer Date immediately preceding such
Distribution Date;
(xi) the amount of the Class A Servicing Fee, the Class B
Servicing Fee, the Collateral Interest Servicing Fee and the
Servicer Interchange for the related Monthly Period;
(xii) the Portfolio Yield for the preceding Monthly Period;
(xiii) the amount of Reallocated Collateral Principal
Collections and Reallocated Class B Principal Collections with
respect to such Distribution Date;
(xiv) the Class A Investor Interest, the Class A Adjusted
Investor Interest, the Class B Investor Interest, the Class B
Adjusted Investor Interest, the Collateral Interest Amount and
the Collateral Interest Adjusted Amount as of the close of
business on such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on the Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred
to the Finance Charge Account on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xx) the amount of Class A Available Funds, Class B
Available Funds and Collateral Available Funds on deposit in the
Finance Charge Account on the related Transfer Date;
(xxi) the amount on deposit in the Interest Funding
Account;
(xxii) the Interest Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date; and
(xxiii) such other items as are set forth in Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1999,
the Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 1998-E Certificateholder, a
statement prepared by the Servicer containing the information required
to be contained in the regular monthly report to Series 1998-E
Certificateholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1998-E Certificateholder,
together with such other customary information (consistent with the
treatment of the Certificates as debt) as the Servicer deems necessary
or desirable to enable the Series 1998-E Certificateholders to prepare
their tax returns. Such obligations of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to time in
effect.
SECTION 9. Series 1998-E Pay Out Events. If any one of
the following events shall occur with respect to the Investor
Certificates:
(a) failure on the part of the Seller (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B)
this Series Supplement, on or before the date occurring five days after
the date such payment or deposit is required to be made herein or (ii)
duly to observe or perform in any material respect any covenants or
agreements of the Seller set forth in the Agreement or this Series
Supplement (including, without limitation, the covenant of the Seller
contained in Section 11 of this Series Supplement), which failure has a
material adverse effect on the Series 1998-E Certificateholders (which
determination shall be made without reference to whether any funds are
available under the Collateral Interest) and which continues unremedied
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Seller by the Trustee, or to the Seller and the Trustee by the
Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series
1998-E, and continues to affect materially and adversely the interests
of the Series 1998-E Certificateholders (which determination shall be
made without reference to whether any funds are available under the
Collateral Interest) for such period;
(b) any representation or warranty made by the Seller in
the Agreement or this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Seller pursuant to Section 2.01 or 2.06, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 60
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by the Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than
50% of the Investor Interest of this Series 1998-E, and (ii) as a
result of which the interests of the Series 1998-E Certificateholders
are materially and adversely affected (which determination shall be
made without reference to whether any funds are available under the
Collateral Interest) and continue to be materially and adversely
affected for such period; provided, however, that a Series 1998-E Pay
Out Event pursuant to this subsection 9(b) hereof shall not be deemed
to have occurred hereunder if the Seller has accepted reassignment of
the related Receivable, or all of such Receivables, if applicable,
during such period in accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is less than the average of the Base Rates
for such period;
(d) the Seller shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required
by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1998-E Certificateholders; or
(f) the Investor Interest shall not be paid in full on the
Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such
subparagraphs, if any, either the Trustee or Holders of Series 1998-E
Certificates and the Collateral Interest Holder evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of
this Series 1998-E by notice then given in writing to the Seller and
the Servicer (and to the Trustee if given by the Certificateholders)
may declare that a pay out event (a "Series 1998-E Pay Out Event") has
occurred as of the date of such notice, and in the case of any event
described in subsection 9(c), (d) or (f) hereof, a Series 1998-E Pay
Out Event shall occur without any notice or other action on the part of
the Trustee or the Investor Certificateholders immediately upon the
occurrence of such event.
SECTION 10. Series 1998-E Termination. The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1998-E
Termination Date.
SECTION 11. Periodic Finance Charges and Other Fees. The
Seller hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Seller to be necessary in
order for the Seller to maintain its credit card business, based upon a
good faith assessment by the Seller, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of such reduction, the
Seller's reasonable expectation of the Portfolio Yield as of such date
would be less than the then Base Rate.
SECTION 12. Limitations on Addition of Accounts. The
Seller agrees that it shall not designate any Additional Accounts
pursuant to subsection 2.06(b) unless on or prior to the related
Addition Date, the Seller shall have provided the Collateral Interest
Holder with an Officer's Certificate certifying that such designation
of such Additional Accounts will not, as of the related Addition Date,
(a) be reasonably expected by the Seller to result in a reduction or
withdrawal by the Rating Agency of its rating for the Investor
Certificates or (b) cause a Series 1998-E Pay Out Event.
SECTION 13. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
SECTION 14. Governing Law. THIS SERIES SUPPLEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE
IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF
THE TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
SECTION 15. Additional Notices.
(a) For so long as the Investor Certificates shall be
outstanding, the Seller agrees to provide Fitch with the notice
provided to each Rating Agency in subsection 2.06(c)(i) and agrees to
provide to Fitch and Standard and Poor's the Opinion of Counsel
provided to Moody's pursuant to subsection 2.06(c)(vi), in each case in
the times and the manner provided for in such subsections.
(b) The Seller shall notify the Collateral Interest Holder
promptly after becoming aware of any Lien on any Receivable other than
the conveyances under the Agreement. The Seller will notify the
Collateral Interest Holder of any merger, consolidation, assumption or
transfer referred to in Section 7.02.
SECTION 16. Additional Representations and Warranties of
the Servicer. MBNA America Bank, National Association, as initial
Servicer, hereby makes, and any Successor Servicer by its appointment
under the Agreement shall make the following representations and
warranties:
(a) All Consents. All authorizations, consents, orders or
approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Series Supplement by
the Servicer and the performance of the transactions contemplated by
this Series Supplement by the Servicer, have been duly obtained,
effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not
permit any rescission or cancellation of any Receivable except as
ordered by a court of competent jurisdiction or other Governmental
Authority or in accordance with the normal operating procedures of the
Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes.
Except in connection with its enforcement or collection of an Account,
the Servicer will take no action to cause any Receivable to be
evidenced by an instrument (as defined in the UCC as in effect in the
State of Delaware).
SECTION 17. No Petition. The Seller, the Servicer and the
Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1998-E Certificate hereby
covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 18. Certain Tax Related Amendments. In addition
to being subject to amendment pursuant to any other provisions relating
to amendments in either the Agreement or this Series Supplement, this
Series Supplement may be amended by the Seller without the consent of
the Servicer, Trustee or any Investor Certificateholder if the Seller
provides the Trustee with (i) an Opinion of Counsel to the effect that
such amendment or modification would reduce the risk the Trust would be
treated as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or modification
would not materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be deemed
effective without the Trustee's consent, if the Trustee's rights,
duties and obligations hereunder are thereby modified. Promptly after
the effectiveness of any amendment pursuant to this Section 18, the
Seller shall deliver a copy of such amendment to each of the Servicer,
the Trustee and each Rating Agency.
SECTION 19. Transfers of the Collateral Interest.
(a) Unless otherwise consented to by the Seller, no portion
of the Collateral Interest or any interest therein may be sold,
conveyed, assigned, hypothecated, pledged, participated, exchanged or
otherwise transferred (each, a "Transfer") except in accordance with
this Section 19 and only to a Permitted Assignee. Any attempted or
purported transfer, assignment, exchange, conveyance, pledge,
hypothecation or grant other than to a Permitted Assignee shall be
void. Unless otherwise consented to by the Seller, no portion of the
Collateral Interest or any interest therein may be Transferred to any
Person (each such Person acquiring the Collateral Interest or any
interest therein, an "Assignee") unless such Assignee shall have
executed and delivered to the Seller on or before the effective date of
any Transfer a letter substantially in the form attached hereto as
Exhibit D (an "Investment Letter"), executed by such Assignee, with
respect to the related Transfer to such Assignee of all or a portion of
the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest
or the interest therein purchased by such Assignee will be acquired for
investment only and not with a view to any public distribution thereof,
and that such Assignee will not offer to sell or otherwise dispose of
the Collateral Interest or any interest therein so acquired by it in
violation of any of the registration requirements of the Securities
Act, or any applicable state or other securities laws. Each Assignee
will acknowledge and agree that (i) it has no right to require the
Seller to register under the Securities Act or any other securities law
the Collateral Interest or the interest therein to be acquired by the
Assignee and (ii) the sale of the Collateral Interest is not being made
by means of the Prospectus. Each Assignee will agree with the Seller
that: (a) such Assignee will deliver to the Seller on or before the
effective date of any Transfer a letter in the form annexed hereto as
Exhibit D (an "Investment Letter"), executed by such Assignee with
respect to the purchase by such Assignee of all or a portion of the
Collateral Interest and (b) all of the statements made by such Assignee
in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that it is
not, (a) an "employee benefit plan" (as defined in Section 3(3) of
ERISA), including governmental plans and church plans, (b) any "plan"
(as defined in Section 4975(e)(1) of the Code) including individual
retirement accounts and ▇▇▇▇▇ plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. 2510.3-
101 or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general
account.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Series 1998-E Supplement to be duly executed
by their respective officers as of the day and year first above
written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By:____/s/ ▇▇▇▇▇▇ Dunn_________
▇▇▇▇▇▇ ▇▇▇▇
Senior Vice President
THE BANK OF NEW YORK,
Trustee
By:__/s/ ▇▇▇▇▇ ▇. Macadaeg______
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
[Signature Page to Series 1998-E Supplement
dated as of August 11, 1998]
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-E
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996 and as of June 2, 1998, as
supplemented by the Series 1998-E Supplement dated as of August 11,
1998 (collectively, the "Pooling and Servicing Agreement"), by and
between MBNA America Bank, National Association, as Seller (the
"Seller") and as Servicer (the "Servicer"), and The Bank of New York,
as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinbelow. The Series 1998-E
Certificates are issued in two classes, the Class A Certificates (of
which this certificate is one) and the Class B Certificates, which are
subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1998-E Certificates with the intention that
the Series 1998-E Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 1998-E Certificateholder (or
Series 1998-E Certificate Owner) by acceptance of its Series 1998-E
Certificate (or in the case of a Series 1998-E Certificate Owner, by
virtue of such Series 1998-E Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1998-E Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1998-E
Certificateholder agrees that it will cause any Series 1998-E
Certificate Owner acquiring an interest in a Series 1998-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1998-E Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by virtue of
the acceptance hereof assents and by which the Class A
Certificateholder is bound.
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 but excluding October 15, 1998, and with respect
to each Interest Period thereafter, at the rate of 0.145% per annum
above LIBOR, as more specifically set forth in the Pooling and
Servicing Agreement, and will be distributed on October 15, 1998 and on
the 15th day of each January, April, July and October thereafter, or if
such day is not a Business Day, on the next succeeding Business Day (an
"Interest Payment Date"), to the Class A Certificateholders of record
as of the last Business Day of the calendar month preceding such
Interest Payment Date, provided that commencing on the first
Distribution Date with respect to the Rapid Amortization Period, the
15th day of each calendar month, or if such day is not a Business Day,
the next succeeding Business Day (a "Distribution Date") will be an
Interest Payment 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 each Distribution Date
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
quarterly payments of Class A Monthly Interest, the amount on deposit
in the Principal Funding Account (but not in excess of the Class A
Investor Interest) will be distributed as principal to the Class A
Certificateholders on the April 2008 Distribution Date, unless
distributed earlier as a result of the commencement of the Rapid
Amortization Period in accordance with the Pooling and Servicing
Agreement.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class A Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 1998-E Class A Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: August 11, 1998
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1998-E Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
Date: August 11, 1998
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1998-E
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996, and as of June 2, 1998 as
supplemented by the Series 1998-E Supplement dated as of August 11,
1998 (collectively, the "Pooling and Servicing Agreement"), by and
between MBNA America Bank, National Association, as Seller (the
"Seller") and as Servicer (the "Servicer"), and The Bank of New York,
as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinbelow. The Series 1998-E
Certificates are issued in two classes, the Class A Certificates and
the Class B Certificates (of which this certificate is one), which are
subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1998-E Certificates with the intention that
the Series 1998-E Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 1998-E Certificateholder (or
Series 1998-E Certificate Owner) by acceptance of its Series 1998-E
Certificate (or in the case of a Series 1998-E Certificate Owner, by
virtue of such Series 1998-E Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1998-E Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1998-E
Certificateholder agrees that it will cause any Series 1998-E
Certificate Owner acquiring an interest in a Series 1998-E Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1998-E Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by virtue of
the acceptance hereof assents and by which the Class B
Certificateholder is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class B Certificate is
qualified in its entirety by the terms and provisions of the Pooling
and Servicing Agreement and reference is made to that Pooling and
Servicing Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee.
Interest will accrue on the Class B Certificates from the
Closing Date through but excluding October 15, 1998, and with respect
to each Interest Period thereafter, at the rate of 0.33% per annum
above LIBOR, as more specifically set forth in the Pooling and
Servicing Agreement, and will be distributed on October 15, 1998 and on
the 15th day of each January, April, July, and October thereafter, or
if such day is not a Business Day, on the next succeeding Business Day
(an "Interest Payment Date"), to the Class B Certificateholders of
record as of the last Business Day of the calendar month preceding such
Interest Payment Date, provided that commencing on the first
Distribution Date with respect to the Rapid Amortization Period, the
15th day of each calendar month, or if such day is not a Business Day,
the next succeeding Business Day (a "Distribution Date") will be an
Interest Payment Date. During the Rapid Amortization Period, in
addition to Class B Monthly Interest, Class B Monthly Principal will be
distributed to the Class B Certificateholders on each Distribution Date
commencing in the month following the commencement of the Rapid
Amortization Period (and after payment in full of the Class A Investor
Interest) until the Class B Certificates have been paid in full.
During the Controlled Accumulation Period, in addition to quarterly
payments of Class B Monthly Interest, the amount remaining on deposit
in the Principal Funding Account after the payment in full of the Class
A Investor Interest (but not in excess of the Class B Investor
Interest) will be distributed as principal to the Class B
Certificateholders on the April 2008 Distribution Date, unless
distributed earlier as a result of the commencement of the Rapid
Amortization Period in accordance with the Pooling and Servicing
Agreement.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class B Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 1998-E Class B Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: August 11, 1998
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1998-E Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: August 11, 1998
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1998-E
MONTHLY PERIOD ENDING _________ __, ____
Capitalized terms used in this notice have their respective meanings
set forth in the Pooling and Servicing Agreement. References herein to
certain sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement as
supplemented by the Series 1998-E Supplement. This notice is delivered
pursuant to Section 4.09.
A) MBNA is the Servicer under the Pooling and Servicing
Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related
Transfer Date under the Pooling and Servicing Agreement.
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 Interest
Funding Account, the Principal Account, and the Principal Funding
Account on _________ __, ____, which date is a Transfer Date under the
Pooling and Servicing Agreement, in aggregate amounts set forth below
in respect of the following amounts and (ii) to apply the proceeds of
such withdrawals in accordance with subsection 3(a) of the Series 1998-
E Supplement and Section 4.09 of the Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1998-E Supplement:-----
---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
---1.-Class A Monthly Interest at the Class A Certificate Rate on the
Class A Investor Interest-$___________
---2.-Class A Deficiency Amount-$___________
---3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):-----
---1.-Class A Servicing Fee-$___________
---2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):-----
---1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
---1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
F.Pursuant to subsection 4.09(b)(i):-----
---1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
---2.-Class B Deficiency Amount-$___________
---3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):-----
---1.-Class B Servicing Fee-$___________
---2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):-----
---1.-Portion of Excess Spread from Class B Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
I.Pursuant to subsection 4.09(c)(i):-----
---1.-Collateral Interest Servicing Fee, if applicable-$___________
---2.-Accrued and unpaid Collateral Interest Servicing Fee, if
applicable-$___________
J.Pursuant to subsection 4.09(c)(ii):-----
---1.-Portion of Excess Spread from Collateral Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
----Total-$___________
K.Pursuant to subsection 4.09(d)(i):
---1.-Amount on deposit in the Interest Funding Account to be paid to
the Class A Certificateholders on the succeeding Interest Payment Date-
$___________
L.Pursuant to subsection 4.09(d)(ii):
---1.-Amount on deposit in the Interest Funding Account to be paid to
the Class B Certificateholders on the succeeding Interest Payment Date-
$___________
M.Pursuant to subsection 4.09(e)(i):---
-1.-Collateral Monthly Principal, if any, applied in accordance with
subsection 5.01(c)-$___________
N.Pursuant to subsection 4.09(e)(ii):---
-1.-Amount to be treated as Shared Principal Collections-$___________
O.Pursuant to subsection 4.09(e)(iii)---
-1.-Amount to be paid to the Holder of the Seller Interest-
-2.-Unallocated Principal Collections-$___________
P.Pursuant to subsection 4.09(f)(i):---
-1.-Class A Monthly Principal-$___________
Q.Pursuant to subsection 4.09(f)(ii):---
-1.-Class B Monthly Principal-$__________
R.Pursuant to subsection 4.09(f)(iii):---
-1.-Collateral Monthly Principal to be distributed to the Collateral
Interest Holder in accordance with subsection 5.01(c)-$__________
S.Pursuant to subsection 4.09(f)(iv)---
-1.-Amount to be treated as Shared Principal Collections-$__________
T.Pursuant to subsection 4.09(f)(v):---
-1.-Amount to be paid to the Holder of the Seller Certificate-
$__________
-2.-Unallocated Principal
Collections-$__________
--Total-$
U.Pursuant to subsection 4.09(g):---
-1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________
V.Pursuant to subsection 4.09(h):---
-1.-Amount to be withdrawn from the Interest Funding Account allocable
to the Class A Certificateholders and deposited into the Distribution
Account-$__________
-2.-Amount to be withdrawn from the Interest Funding Account allocable
to the Class B Certificateholders and deposited into the Distribution
Account-$__________
W.Pursuant to subsection 4.18(b)---
-1.-Interest Funding Investment Proceeds to be applied as Collections
of Finance Charge Receivables allocated to the Class A
Certificateholders-$__________
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][Interest
Payment 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(h);-----
---1.-Amount to be distributed to Class A Certificateholders-
$___________
---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(i)(i):-----
---1.-Amount to be distributed to the Class A Certificateholders-
$___________
C.Pursuant to subsection 4.09(i)(ii):-----
---1.-Amount to be distributed to the Class B Certificateholders-
$___________
-----
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Monthly Period
and to make the following distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if any, which
will be used to fund the Class A Required Amount and be applied in
accordance with, and in the priority set forth in, subsection 4.09(a)--
$___________
B.
---The amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if any, which
will be used to fund the Class B Required Amount and be applied first
in accordance with, and in the priority set forth in, subsection
4.09(b) and then any amount available to pay the Class B Investor
Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) which will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account--$___________
E.---The amount equal to the Collateral Minimum Monthly Interest plus
the amount of any past due Collateral Minimum Monthly Interest which
will be paid to the Collateral Interest Holder for application in
accordance with subsection 5.01(c)--$___________
F.---The amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees which will be paid to the Servicer
if the Seller or The Bank of New York is the Servicer--$___________
G.---The amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
H.---The amount equal to the aggregate amount by which the Collateral
Interest Amount has been reduced for reasons other than the payment of
amounts with respect to the Collateral Monthly Principal (but not in
excess of the aggregate amount of such reductions which have not been
previously reimbursed) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
I.---On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any,
of the Required Reserve Account Amount over the Available Reserve
Account Amount which shall be deposited into the Reserve Account--
$___________
J.---The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above which shall be
deposited into the Distribution Account and distributed to the
Collateral Interest Holder in accordance with subsection 5.01(c)--
$___________
-----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related
Monthly Period in the following amounts:-----
A.Reallocated Collateral Principal Receivables-----$___________
B.Reallocated Class B Principal Receivables-----$___________
-----
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
-(1)-The aggregate amount of the Class A Deficiency Amount-$___________
-(2)-The aggregate amount of the Class B Deficiency Amount-$___________
B. Subsections 4.09(a)(ii) and (b)(ii):---
-The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees--$___________
C. Section 4.10:---
-The aggregate amount of all unreimbursed Investor Charge Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1998-E CERTIFICATEHOLDERS' STATEMENT
Series ▇▇▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇▇ BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with respect to
the distribution date of ______ __, ____ and with respect to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on
the Basis of $1,000 Original Certificate Principal Amount)---
-1.-The amount of the current monthly distribution in respect of Class
A Monthly Principal--$__________
-2.-The amount of the current monthly distribution in respect of Class
B Monthly Principal--$__________
-3.-The amount of the current monthly distribution in respect of
Collateral Monthly Principal--$__________
-4.-The amount of the current monthly distribution in respect of Class
A Monthly Interest --$__________
-5.-The amount of the current monthly distribution in respect of Class
A Deficiency Amounts--$__________
-6.-The amount of the current monthly distribution in respect of Class
A Additional Interest--$__________
-7.-The amount of the current monthly distribution in respect of Class
B Monthly Interest--$__________
-8.-The amount of the current monthly distribution in respect of Class
B Deficiency Amounts--$__________
-9.-The amount of the current monthly distribution in respect of Class
B Additional Interest--$__________
-10.-The amount of the current monthly distribution in respect of
Collateral Minimum Monthly Interest--$__________
-11.-The amount of the current monthly distribution in respect of any
accrued and unpaid Collateral Minimum Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
-1.-Collection of Principal Receivables--
--(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
--(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Collateral Interest-$__________
-2.-Principal Receivables in the Trust--
--(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
--(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1998-E as of the end of the day on the
last day of the related Monthly Period -$__________
--(c)-The amount of Principal Receivables in the Trust represented by
the Series 1998-E Adjusted Investor Interest as of the end of the day
on the last day of the related Monthly Period-$__________
--(d)-The amount of Principal Receivables in the Trust represented by
the Class A Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
--(e)-The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period -$__________
--(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
--(g)-The amount of Principal Receivables in the Trust represented by
the Class B Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period-$__________
--(h)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest Amount as of the end of the day on the last day
of the related Monthly Period-$__________
--(i)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest Adjusted Amount as of the end of the day on the
last day of the related Monthly Period-$__________
--(j)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
--(k)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
--(l)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
--(m)-The Collateral Floating Allocation with respect to the related
Monthly Period-____%
--(n)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
--(o)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
--(p)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
--(q)-The Collateral Fixed Allocation with respect to the related
Monthly Period-____%
-3.-Delinquent Balances--
--The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--
--Aggregate
Account
Balance--Percentage
of Total
Receivables
----
-(a)- 35 - 64 days:-$__________-____%
-(b)- 65 - 94 days:-$__________-____%
-(c)- 95 - 124 days:-$__________-____%
-(d)-125 - 154 days:-$__________-____%
-(e)-155 - or more days:-$__________-____%
--Total: -$__________-____%
-4.-Investor Default Amount--
--(a)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
--(b)-The Class A Investor Default Amount for the related Monthly
Period-$__________
--(c)-The Class B Investor Default Amount for the related Monthly
Period-$__________
--(d)-The Collateral Default Amount for the related Monthly Period-
$__________
-5.-Investor Charge Offs--
--(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
--(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
--(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
--(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
--(e)-The aggregate amount of Collateral Charge Offs for the related
Monthly Period-$__________
--(f)-The aggregate amount of Collateral Charge Offs set forth in 5(e)
above per $1,000 of original certificate principal amount-$__________
--(g)-The aggregate amount of Class A Investor Charge Offs reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(i)-The aggregate amount of Class B Investor Charge Offs reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(k)-The aggregate amount of Collateral Charge Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date-$__________
--(l)-The aggregate amount of Collateral Charge Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed on
the Transfer Date immediately preceding Distribution Date-$__________
-6.-Investor Servicing Fee--
--(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(c)-The amount of the Collateral Servicing Fee payable by the Trust
to the Servicer for the related Monthly Period-$__________
--(d)-the amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
-7.Reallocations---
--(a)-The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date-$__________
--(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
--(c)-The Collateral Interest Amount as of the close of business on
this Distribution Date-$__________
--(d)-The Collateral Interest Adjusted Amount as of the close of
business on this Distribution Date-$__________
--(e)-The Class B Investor Interest as of the close of business on this
Distribution Date-$__________
--(f)-The Class B Adjusted Investor Interest as of the close of
business on this Distribution Date-$__________
--(g)-The Class A Investor Interest as of the close of business on this
Distribution Date-$__________
--(h)-The Class A Adjusted Investor Interest as of the close of
business on this Distribution Date-$__________
-8.Collection of Finance Charge Receivables---
--(a)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class B Certificates-$_________
--(c)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Collateral Interest-$__________
-9.Principal Funding Account---
--(a)-The principal amount on deposit in the Principal Funding Account
on the related Transfer Date-$__________
--(b)-The Accumulation Shortfall with respect to the related Monthly
Period-$__________
--(c)-The Principal Funding Investment Proceeds deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class A Available Funds-$__________
--(d)-The Principal Funding Investment Proceeds deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class B Available Funds-$__________
-10.Interest Funding Account---
--(a)-The aggregate amount on deposit in the Interest Funding Account
after giving effect to any deposits and withdrawals to be made on the
related Transfer Date-$__________
--(b)-The aggregate amount deposited into the Interest Funding Account
with respect to the Class A Certificates on the related Transfer Date-
$__________
--(c)-The aggregate amount deposited into the Interest Funding Account
with respect to the Class B Certificates on the related Transfer Date-
$__________
--(d)-The Interest Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date-$__________
-11.Reserve Account---
--(a)-The Reserve Draw Amount on the related Transfer Date-$__________
--(b)-The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class A
Available Funds-$__________
--(c)-The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class B
Available Funds-$__________
-12.-Available Funds--
--(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(c)-The amount of Collateral Available Funds on deposit in the
Finance Charge Account on the related Transfer Date-$__________
-13.-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:EXHIBIT D
FORM OF INVESTMENT LETTER
[Date]
Re MBNA Master Credit Card Trust II;
Purchases of Series 1998-E Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 19 of the Series
1998-E Supplement dated as of August 11, 1998 (the "Series Supplement")
to the Pooling and Servicing Agreement dated as of August 4, 1994 (as
amended and supplemented, the "Agreement"), each among The Bank of
New York, as Trustee, and MBNA America Bank, National Association, as
Servicer and Seller. Capitalized terms used herein without definition
shall have the meanings set forth in the Agreement. The Purchaser
represents to and agrees with the Seller as follows:
(a) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Collateral Interest and
is able to bear the economic risk of such investment.
(b) The Purchaser is an "accredited investor", as defined
in Rule 501, promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act"), or is a sophisticated
institutional investor. The Purchaser understands that the
offering and sale of the Collateral Interest has not been and
will not be registered under the Securities Act and has not and
will not be registered or qualified under any applicable "Blue
Sky" law, and that the offering and sale of the Collateral
Interest has not been reviewed by, passed on or submitted to any
federal or state agency or commission, securities exchange or
other regulatory body.
(c) The Purchaser is acquiring an interest in the
Collateral Interest without a view to any distribution, resale or
other transfer thereof except, with respect to any Collateral
Interest or any interest or participation therein, as
contemplated in the following sentence. The Purchaser will not
resell or otherwise transfer any interest or participation in the
Collateral Interest, except in accordance with Section 19 of the
Series Supplement and (i) in a transaction exempt from the
registration requirements of the Securities Act of 1933, as
amended, and applicable state securities or "blue sky" laws;
(ii) to the Seller or any affiliate of the Seller; or (iii) to a
person who the Purchaser reasonably believes is a qualified
institutional buyer (within the meaning thereof in Rule 144A
under the Securities Act) that is aware that the resale or other
transfer is being made in reliance upon Rule 144A. In connection
therewith, the Purchaser hereby agrees that it will not resell or
otherwise transfer the Collateral Interest or any interest
therein unless the purchaser thereof provides to the addressee
hereof a letter substantially in the form hereof.
(d) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that
it is not, (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans,
(b) any "plan" (as defined in Section 4975(e)(1) of the Code)
including individual retirement accounts and ▇▇▇▇▇ plans, or (c)
any other entity whose underlying assets include "plan assets"
(within the meaning of Department of Labor Regulation Section
2510.3-101, 29 C.F.R. 2510.3-101 or otherwise under ERISA) by
reason of a plan's investment in the entity, including, without
limitation, an insurance company general account.
(e) This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles affecting the enforcement of
creditors' rights generally and general principles of equity.
-Very truly yours,
[NAME OF PURCHASER]
By:___________________________
Name:
Title:
AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
MBNA AMERICA BANK,
NATIONAL ASSOCIATION
By:_______________________
Name:
Title:-
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1998-E
1.--The aggregate amount of the Investor Percentage of Collections of
Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts with
respect to Annual Membership Fees)--$__________
3.--The aggregate amount of the Investor Percentage of amounts with
respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of Interchange--
$__________
5.--The aggregate amount of Servicer Interchange--$__________
6.--The aggregate amount of funds on deposit in Finance Charge Account
allocable to the Series 1998-E Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1998-E Certificates --$__________
8.--The aggregate amount of funds on deposit in the Interest Funding
Account allocable to the Series 1998-E Certificates --$___________
9.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1998-E Certificates --$___________
10.--The aggregate amount to be withdrawn from the Finance Charge
Account pursuant to Section 4.11 and distributed to the Collateral
Interest Holder in accordance with subsection 5.01(c) --$__________
11.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest, if applicable, payable to the
(i) Class A Certificateholders --$__________
--(ii) Class B Certificateholders--$__________
--(iii) Collateral Interest Holder --$__________
12.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
--(ii) Class B Certificateholders--$___________
--(iii) Collateral Interest Holder --$___________
13.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
--(ii) Class B Certificateholders --$___________
--(iii) Collateral Interest Holder --$___________
14.--To the knowledge of the undersigned, no Series 1998-E Pay Out
Event or Trust Pay Out Event has occurred except as described below: --
---None-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 1998-E Certificateholders'
Statement
EXHIBIT D Form of Collateral Interest Investment Letter
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing
Agreement.SECTION 1. Designation 2
SECTION 2. Definitions 3
SECTION 3. Servicing Compensation and Assignment of Interchange 18
SECTION 4. Reassignment and Transfer Terms 20
SECTION 5. Delivery and Payment for the Certificates 20
SECTION 6. Form of Delivery of the Certificates; Depository;
Denominations 20
SECTION 7. Article IV of Agreement 20
SECTION 4.04 Rights of Certificateholders and the Collateral
Interest Holder 20
SECTION 4.05 Allocations 21
SECTION 4.06 Determination of Monthly Interest 24
SECTION 4.07 Determination of Monthly Principal 25
SECTION 4.08 Coverage of Required Amount 26
SECTION 4.09 Monthly Payments 27
SECTION 4.10 Investor Charge-Offs 31
SECTION 4.11 Excess Spread 32
SECTION 4.12 Reallocated Principal Collections 34
SECTION 4.13 Shared Principal Collections 34
SECTION 4.14 Principal Funding Account 35
SECTION 4.15 Reserve Account 36
SECTION 4.16 Determination of LIBOR 39
SECTION 4.17 Seller's or Servicer's Failure to Make a Deposit or
Payment 39
SECTION 4.18 Interest Funding Account 39
SECTION 8. Article V of the Agreement 41
SECTION 5.01 Distributions 41
SECTION 5.02 Monthly Series 1998-E
Certificateholders' Statement 42
SECTION 9. Series 1998-E Pay Out Events 44
SECTION 10. Series 1998-E Termination 45
SECTION 11. Periodic Finance Charges and Other Fees 45
SECTION 12. Limitations on Addition of Accounts 45
SECTION 13. Counterparts 45
SECTION 14. Governing Law 45
SECTION 15. Additional Notices 46
SECTION 16. Additional Representations and Warranties of the
Servicer 46
SECTION 17. No Petition 46
SECTION 18. Certain Tax Related Amendments 46
SECTION 19. Transfers of the Collateral Interest 47
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