Exhibit 4.1
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 2000-G Certificateholders
SERIES 2000-G SUPPLEMENT
Dated as of July 20, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
MBNA MASTER CREDIT CARD TRUST II
SERIES 2000-
SERIES 2000-G SUPPLEMENT, dated as of July 20, 2000 (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 2000-G Certificates." The two
classes shall be
designated the Class A Floating Rate Asset Backed Certificates, Series
2000-G (the "Class A
Certificates") and the Class B Floating Rate Asset Backed Certificates,
Series 2000-G (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
2000-G (the "Collateral Interest").
(b) Series 2000-G shall be included in Group One (as defined below).
Series
2000-G 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 2000-G) 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.
"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.
"Assignee" shall have the meaning specified in subsection 19(a).
"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 2000-G 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, for any Interest Period, a per
annum rate
equal to 0.13% per annum in excess of LIBOR, as determined on the
related LIBOR
Determination Date.
"Class A Certificateholder" shall mean the Person in whose name a Class
A
Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates executed by
the Seller
and authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
subsection
4.06(a).
"Class A Fixed Allocation" shall mean, with respect to any Monthly
Period
following the Revolving Period, the percentage equivalent (which
percentage shall never exceed
100%) of a fraction, the numerator of which is the Class A Investor
Interest as of the close of
business on the last day of the Revolving Period and the denominator of
which is equal to the
Investor Interest as of the close of business on the last day of the
Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any Monthly
Period, the
percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator
of which is the Class A Adjusted Investor Interest as of the close of
business on the last day of
the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor
Interest as of the close of business on such day; provided, however,
that, with respect to the first
Monthly Period, the Class A Floating Allocation shall mean the
percentage equivalent of a
fraction, the numerator of which is the Class A Initial Investor
Interest and the denominator of
which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the aggregate initial
principal
amount of the Class A Certificates, which is $637,500,000.
"Class A Investor Allocation" shall mean with respect to any Monthly
Period, (a)
with respect to Default Amounts and Finance Charge Receivables at any
time and Principal
Receivables during the Revolving Period, the Class A Floating
Allocation, and (b) with respect
to Principal Receivables during the Controlled Accumulation Period or
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, for any Interest Period, a per
annum rate
equal to 0.40% per annum in excess of LIBOR, as determined on the
related LIBOR
Determination Date.
"Class B Certificateholder" shall mean the Person in whose name a Class
B
Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates executed by
the Seller
and authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified in
subsection
4.06(b).
"Class B Fixed Allocation" shall mean, with respect to any Monthly
Period
following the Revolving Period, the percentage equivalent (which
percentage shall never exceed
100%) of a fraction, the numerator of which is the Class B Investor
Interest as of the close of
business on the last day of the Revolving Period and the denominator of
which is equal to the
Investor Interest as of the close of business on the last day of the
Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any Monthly
Period, the
percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator
of which is the Class B Adjusted Investor Interest as of the close of
business on the last day of
the preceding Monthly Period and the denominator of which is equal to
the Adjusted Investor
Interest as of the close of business on such day; provided, however,
that, with respect to the first
Monthly Period, the Class B Floating Allocation shall mean the
percentage equivalent of a
fraction, the numerator of which is the Class B Initial Investor
Interest and the denominator of
which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean the aggregate initial
principal
amount of the Class B Certificates, which is $56,250,000.
"Class B Investor Allocation" shall mean with respect to any Monthly
Period,
(a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal
Receivables during the Revolving Period, the Class B Floating
Allocation, and (b) with respect
to Principal Receivables during the Controlled Accumulation Period or
the Rapid Amortization
Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified in
subsection
4.10(b).
"Class B Investor Default Amount" shall mean, with respect to each
Transfer
Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the
related Monthly Period and (b) the Class B Floating Allocation
applicable for the related
Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
an amount
equal to (a) the Class B Initial Investor Interest, minus (b) the
aggregate amount of principal
payments made to Class B Certificateholders prior to such date, minus
(c) the aggregate amount
of Class B Investor Charge-Offs for all prior Transfer Dates pursuant
to subsection 4.10(b),
minus (d) the amount of the Reallocated Class B Principal Collections
allocated pursuant to
subsection 4.12(a) on all prior Transfer Dates for which the Collateral
Interest Amount has not
been reduced, minus (e) an amount equal to the amount by which the
Class B Investor Interest
has been reduced on all prior Transfer Dates pursuant to subsection
4.10(a) and plus (f) the
aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant
to subsection 4.11(d) for the purpose of reimbursing amounts deducted
pursuant to the foregoing
clauses (c), (d) and (e); provided, however, that the Class B Investor
Interest may not be reduced
below zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in
respect of the Class B Certificates as calculated in accordance with
subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in
respect of the Class B Certificates as calculated in accordance with
subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified in
subsection
4.08(b).
"Class B Servicing Fee" shall have the meaning specified in subsection
3(a)
hereof.
"Closing Date" shall mean July 20, 2000.
"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 for payment to the Collateral Interest Holder pursuant to
subsection 4.11(j) and Section
4.15.
"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 $56,250,000.
"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.
"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, $62,500,000; provided,
however, that if the
Accumulation Period Length is determined to be less than 12 months
pursuant to subsection
4.09(j), the Controlled Accumulation Amount for each Transfer Date with
respect to the
Controlled Accumulation Period will be equal to (i) the product of (x)
the Initial Investor Interest
and (y) the Accumulation Period Factor for such Monthly Period divided
by (ii) the Required
Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay Out Event
shall have
occurred prior thereto, the period commencing at the close of business
on June 30, 2004 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 2000-G
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 September 15, 2000 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, 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 2000-G 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 2000-G) 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 $750,000,000.
"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 16, 2000 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, each Distribution
Date 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 (or commencing on the
first Distribution Date with
respect to the Rapid Amortization Period, for one-month United States
dollar deposits)
determined by the Trustee on the LIBOR Determination Date for each
Interest Period in
accordance with the provisions of Section 4.16.
"LIBOR Determination Date" shall mean July 18, 2000 for the period from
and
including the Closing Date through but excluding October 16, 2000,
October 12, 2000 for the
period from and including October 16, 2000 through but excluding
January 16, 2001, 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 on but excluding
January 16, 2001, 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 August 31, 2000.
"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 2000-G
Pay Out Event is deemed
to occur pursuant to Section 9 hereof.
"Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest
Holder or holder of an interest in the Trust, as applicable, would not
cause the Trust to be taxable
as a publicly traded partnership for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
Date,
commencing on and including the December 2000 Transfer Date, the
average of the percentages
obtained for each of the three preceding Monthly Periods by subtracting
the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the
result for each Monthly
Period.
"Portfolio Yield" shall mean, with respect to any Monthly Period, the
annualized
percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of (a)
the amount of Collections of Finance Charge Receivables deposited into
the Finance Charge
Account and allocable to the Investor Certificates for such Monthly
Period, and (b) the amount
with respect to Annual Membership Fees deposited into the Finance
Charge Account and
allocable to the Investor Certificates for such Monthly Period, and (c)
the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to
such Monthly Period, and (d) the 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 2000-G 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 2000-G
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 2000-G.
"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 July 2005 Distribution Date.
"Series 2000-G" shall mean the Series of the MBNA Master Credit Card
Trust II
represented by the Investor Certificates.
"Series 2000-G Certificateholders" shall mean the holder of record of a
Series
2000-G Certificate.
"Series 2000-G Certificates" shall mean the Class A Certificates and
the Class B
Certificates.
"Series 2000-G Pay Out Event" shall have the meaning specified in
Section 9
hereof.
"Series 2000-G Termination Date" shall mean the earliest to occur of
(a) the
Distribution Date on which the Investor Interest is paid in full, (b)
the December 2007
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 $640,625.
"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
Bridge Telerate Market Report (or such other page as may replace that
page on that service for
the purpose of displaying comparable rates or prices).
"Transfer" shall have the meaning specified in subsection 19(a).
"Transfer Agreement" shall mean the agreement among MBNA and the
Collateral
Interest Holder, dated as of the Closing Date, as amended or modified
from time to time, relating
to the transfer of the Collateral Interest.
"Unallocated Principal Collections" shall have the meaning specified in
subsection 4.05(d).
SECTION 3. Servicing Compensation and Assignment of Interchange. (a)
The share of the Servicing Fee allocable to Series 2000-G with respect
to any Transfer Date (the
"Investor Servicing Fee") shall be equal to one-twelfth of the product
of (i) the Series Servicing
Fee Percentage and (ii) the Adjusted Investor Interest as of the last
day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to
the first Transfer Date, the
Investor Servicing Fee shall be equal to $1,708,333.33. 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 $640,625. 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 $907,552.07. 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 $80,078.13. 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 $80,078.13. 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 2000-G, 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 2000-G 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.
(c) The Certificates are issuable in minimum denominations of $1,000
and
integral multiples of that amount.
SECTION 7. Article IV of the 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 if, and
only to the extent that, the Seller Interest on such Date of Processing
is equal to or greater
than the Minimum Seller Interest (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).
(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 if, and only to the
extent that, the Seller Interest on such Date of Processing is equal to
or greater than the
Minimum Seller Interest (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).
(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 if, and only to the extent that, the Seller Interest on
such Date of
Processing is equal to or greater than the Minimum Seller Interest
(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).
(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 if, and only to the extent that, the Seller Interest is
greater than the Minimum Seller
Interest. 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 the product of (i) a fraction, the
numerator of which is the
actual number of days in the related Interest Period and the
denominator of which is 360, times
(ii) the Collateral Minimum Rate in effect with respect to the related
Interest Period, times (iii)
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
September 15, 2000. Collateral Minimum Monthly Interest shall be
calculated on the basis of
the actual number of days in the related Interest Period and a 360-day
year.
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 (the
"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"),
with respect to 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"),
with respect to the Controlled Accumulation Period, beginning with the
Transfer Date on which
an amount equal to the sum of (i) the Class A Investor Interest and
(ii) the Class B Investor
Interest has been deposited in the Principal Funding Account (after
taking into account any
deposits to be made on such Transfer Date), or during the Rapid
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 2000-G; 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 if, and only to the extent that, the Seller Interest on
such Date of
Processing is equal to or greater than the Minimum Seller Interest
(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).
(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
2000-G; 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 if, and only to the extent that, the Seller Interest on such
Date of Processing is
equal to or greater than the Minimum Seller Interest (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).
(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 June 30, 2004; provided, however, that, if the
Accumulation Period Length
(determined as described below) is less than 12 months, the date on
which the Controlled
Accumulation Period actually commences will be delayed to the first
Business Day of the month
that is the number of whole months prior to the Scheduled Payment Date
at least equal to the
Accumulation Period Length and, as a result, the number of Monthly
Periods in the Controlled
Accumulation Period will at least equal the Accumulation Period Length.
On the Determination
Date immediately preceding the June 2004 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 subsection 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 2000-G 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 2000-G with
respect to
any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with
respect to Series 2000-G 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 2000-G 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 2000-G 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 subsection 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 2000-G 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 (000) 000-0000.
(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 2000-G
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 2000-G
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 2000-G 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 2000-G Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee shall forward to
each
Series 2000-G 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 30 to
59, 60 to
89, 90 to 119, 120 to 149 and 150 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 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;
(xx) the amount on deposit in the Interest Funding Account;
(xxi) the Interest Funding Investment Proceeds transferred to the
Finance
Charge Account on the related Transfer Date; and
(xxii) 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 2001, the Trustee
shall distribute to each
Person who at any time during the preceding calendar year was a Series
2000-G
Certificateholder, a statement prepared by the Servicer containing the
information required to be
contained in the regular monthly report to Series 2000-G
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 2000-G 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 2000-G
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 2000-G 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 2000-G 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 2000-G, and
continues to affect materially and adversely the interests of the
Series 2000-G 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
2000-G, and (ii) as a result of
which the interests of the Series 2000-G 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 2000-G 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 2000-G 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 2000-G Certificates and the Collateral Interest Holder
evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series
2000-G 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 2000-G 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 2000-G 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 2000-G Termination. The right of the Investor
Certificateholders to receive payments from the Trust will terminate on
the first Business Day
following the Series 2000-G 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
2000-G 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 2000-G 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 Xxxxx 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.
(d) This Section 19 shall not apply to the transfer and pledge of the
Collateral
Interest on the Closing Date by the Seller pursuant to the Transfer
Agreement or by the MBNA
Asset Backed Note Trust (2000-G) to the Indenture Trustee (as defined
in the Transfer
Agreement) pursuant to the Indenture (as defined in the Transfer
Agreement).
SECTION 20. Uncertificated Securities. The Collateral Interest shall
be
delivered in uncertificated form.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused
this Series 2000-G 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/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/Xxxxxxxxx X. Xxxxx
Name:Xxxxxxxxx X. Xxxxx
Title: Assistant Treasurer
[Signature Page to Series 2000-G Supplement
dated as of July 20, 2000
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 2000-G
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of
MasterCardr and VISAr credit card receivables generated or acquired by
MBNA America
Bank, National Association and other assets and interests constituting
the Trust under the
Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of
a portfolio of receivables (the "Receivables") now existing or
hereafter created and arising in
connection with selected MasterCard and VISA credit card accounts (the
"Accounts") of
MBNA America Bank, National Association, a national banking association
organized under the
laws of the United States, all monies due or to become due in payment
of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off
Receivables), the right to certain amounts received as Interchange with
respect to the Accounts,
the benefits of the Collateral Interest and the other assets and
interests constituting the Trust
pursuant to a Pooling and Servicing Agreement dated as of August 4,
1994, as amended as of
March 11, 1996, as of June 2, 1998 and as of January 10, 1999, as
supplemented by the Series
2000-G Supplement dated as of July 20, 2000 (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 2000-G 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
2000-G Certificates with the intention that the Series 2000-G
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 2000-G Certificateholder (or Series 2000-G
Certificate Owner) by
acceptance of its Series 2000-G Certificate (or in the case of a Series
2000-G Certificate Owner,
by virtue of such Series 2000-G Certificate Owner's acquisition of a
beneficial interest therein),
agrees to treat and to take no action inconsistent with the treatment
of the Series 2000-G
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 2000-G Certificateholder agrees that it will cause
any Series 2000-G
Certificate Owner acquiring an interest in a Series 2000-G Certificate
through it to comply with
the Pooling and Servicing Agreement as to treatment of the Series 2000-
G 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 and including the
Closing
Date through but excluding October 16, 2000, from and including October
16, 2000 through but
excluding January 16, 2001 and with respect to each Interest Period
thereafter, at the rate of
0.13% per annum above LIBOR, as more specifically set forth in the
Pooling and Servicing
Agreement, and will be distributed on October 16, 2000 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 July 2005 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 2000-G Class A Certificate to be duly executed under
its official seal.
By:
Authorized Officer
[Seal]
Attested to:
By:
Cashier
Date: July 20, 200
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2000-G Class A Certificates referred to in
the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
Authorized Signatory
Date: July 20, 200
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 2000-G
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of
MasterCardr and VISAr credit card receivables generated or acquired by
MBNA America
Bank, National Association and other assets and interests constituting
the Trust under the
Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of
a portfolio of receivables (the "Receivables") now existing or
hereafter created and arising in
connection with selected MasterCard and VISA credit card accounts (the
"Accounts") of MBNA
America Bank, National Association, a national banking association
organized under the laws of
the United States, all monies due or to become due in payment of the
Receivables (including all
Finance Charge Receivables but excluding recoveries on any charged-off
Receivables), the right
to certain amounts received as Interchange with respect to the
Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling
and Servicing Agreement dated as of August 4, 1994, as amended as of
March 11, 1996, as of
June 2, 1998 and as of January 10, 1999, as supplemented by the Series
2000-G Supplement
dated as of July 20, 2000 (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
2000-G 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
2000-G Certificates with the intention that the Series 2000-G
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 2000-G Certificateholder (or Series 2000-G
Certificate Owner) by
acceptance of its Series 2000-G Certificate (or in the case of a Series
2000-G Certificate Owner,
by virtue of such Series 2000-G Certificate Owner's acquisition of a
beneficial interest therein),
agrees to treat and to take no action inconsistent with the treatment
of the Series 2000-G
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 2000-G Certificateholder agrees that it will cause
any Series 2000-G
Certificate Owner acquiring an interest in a Series 2000-G Certificate
through it to comply with
the Pooling and Servicing Agreement as to treatment of the Series 2000-
G 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 and including the
Closing
Date through but excluding October 16, 2000, from and including October
16, 2000 through but
excluding January 16, 2001 and with respect to each Interest Period,
thereafter, at the rate of
0.40% per annum above LIBOR, as more specifically set forth in the
Pooling and Servicing
Agreement and will be distributed on October 16, 2000 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 July
2005 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 2000-G Class B Certificate to be duly executed under
its official seal.
By:
Authorized Officer
[Seal]
Attested to:
By:
Cashier
Date: July 20, 200
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2000-G Class B Certificates referred to in
the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:
Authorized Signatory
Date: July 20, 200
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 2000-G
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 2000-G 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 2000-G Supplement and Section 4.09 of the
Pooling and Servicing
Agreement:
A. Pursuant to subsection 3(a) of the Series 2000-G 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.
Amount to be treated as Shared Principal
Collections
$__________
N. Pursuant to subsection 4.09(e)(ii):
1.
Amount to be paid to the Holder of the Seller
Interest
$__________
2.
Unallocated Principal Collections
$__________
O. Pursuant to subsection 4.09(f)(i):
1.
Class A Monthly Principal
$__________
P. Pursuant to subsection 4.09(f)(ii):
1.
Class B Monthly Principal
$__________
Q. 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)
$__________
R. Pursuant to subsection 4.09(f)(iv):
1.
Amount to be treated as Shared Principal
Collections
$__________
S. Pursuant to subsection 4.09(f)(v):
1.
Amount to be paid to the Holder of the Seller
Interest
$__________
2.
Unallocated Principal Collections
$__________
Total
$__________
T. Pursuant to subsection 4.09(g):
1.
Amount to be withdrawn from the Principal
Funding Account and deposited into the
Distribution Account
$__________
U. 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
$__________
V. 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 __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:
Name:
Title
EXHIBIT C
FORM OF MONTHLY SERIES 2000-G CERTIFICATEHOLDERS' STATEMENT
Series 0000-X
XXXX XXXXXXX 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
$__________
12.
The total amount of the current quarterly interest
distribution from the Interest Funding Account (if
applicable)....................
$__________
13.
The amount of the current quarterly interest distribution in
respect of the Class A Certificates (if applicable)..
$__________
14.
The amount of the current quarterly interest distribution in
respect of the Class B Certificates (if applicable)..
$__________
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
2000-G 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 2000-G 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)
30 - 59 days:
$__________
____%
(b)
60 - 89 days:
$__________
____%
(c)
90 - 119 days:
$__________
____%
(d)
120 - 149 days:
$__________
____%
(e)
150 - 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 2000-G Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the undersigned
(the
"Purchaser") pursuant to Section 19 of the Series 2000-G Supplement
dated as of July 20, 2000
(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 Xxxxx 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 2000-G
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 2000-G Certificates
$__________
7.
The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 2000-G Certificates
$__________
8.
The aggregate amount of funds on deposit in the Interest Funding
Account allocable to the Series 2000-G Certificates
$__________
9.
The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 2000-G 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 2000-G Pay Out
Event or Trust Pay Out Event has occurred except as described
below:
None.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this
Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By: _________________________
Name:
Title:
SECTION 1. Designation 1
SECTION 2. Definitions 2
SECTION 3. Servicing Compensation and Assignment of Interchange 18
SECTION 4. Reassignment and Transfer Terms 19
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 the Agreement 20
SECTION 4.04 Rights of Certificateholders and the Collateral
Interest Holder 20
SECTION 4.05 Allocations 20
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 30
SECTION 4.11 Excess Spread 32
SECTION 4.12 Reallocated Principal Collections 33
SECTION 4.13 Shared Principal Collections 33
SECTION 4.14 Principal Funding Account 34
SECTION 4.15 Reserve Account 35
SECTION 4.16 Determination of LIBOR 37
SECTION 4.17 Seller's or Servicer's Failure to Make a Deposit or
Payment 38
SECTION 4.18. Interest Funding Account 38
SECTION 8. Article V of the Agreement 39
SECTION 5.01 Distributions 39
SECTION 5.02 Monthly Series 2000-G Certificateholders' Statement
40
SECTION 9. Series 2000-G Pay Out Events 42
SECTION 10. Series 2000-G Termination 43
SECTION 11. Periodic Finance Charges and Other Fees 43
SECTION 12. Limitations on Addition of Accounts 43
SECTION 13. Counterparts 43
SECTION 14. Governing Law 43
SECTION 15. Additional Notices 43
SECTION 16. Additional Representations and Warranties of the Servicer
44
SECTION 17. No Petition 44
SECTION 18. Certain Tax Related Amendments 44
SECTION 19. Transfers of the Collateral Interest 45
SECTION 20. Uncertificated Securities 45
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 2000-G Certificateholders'
Statement
EXHIBIT D Form of Collateral Interest Investment Letter
SCHEDULE 1
Schedule to the Exhibit C of the Pooling and Servicing Agreement
MasterCardr and Visar are federally registered servicemarks of
MasterCard International Inc.
and of Visa U.S.A., Inc., respectively.
MasterCardr and Visar are federally registered servicemarks of
MasterCard International Inc.
and of Visa U.S.A., Inc., respectively.
DOCSDC1:106810.2
DOCSDC1:106810.2
DOCSDC1:106810.2 19
DOCSDC1:106810.2
A-1-2
DOCSDC1:106810.2
DOCSDC1:106810.2
A-1-3
DOCSDC1:106810.2
A-1-1
DOCSDC1:106810.2
A-1-2
DOCSDC1:106810.2
A-1-4
DOCSDC1:106810.2
A-2-2
DOCSDC1:106810.2
A-1-5
DOCSDC1:106810.2
A-2-2
DOCSDC1:106810.2
A-2-1
DOCSDC1:106810.2
A-2-2
DOCSDC1:106810.2
A-2-4
DOCSDC1:106810.2
DOCSDC1:106810.2 B-2
A-2-5
DOCSDC1:106810.2
DOCSDC1:106810.2 B-5
B-1
DOCSDC1:106810.2
DOCSDC1:106810.2 B-2
B-9
DOCSDC1:106810.2
DOCSDC1:106810.2 C-7
DOCSDC1:106810.2 C-1
DOCSDC1:106810.2
D-2
DOCSDC1:106810.2 D-1
DOCSDC1:106810.2
D-4
DOCSDC1:106810.2
TABLE OF CONTENTS
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