EXECUTION COPY
________________________________________________________________
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1997-N Certificateholders
_______________________________________________
SERIES 1997-N SUPPLEMENT
Dated as of December 9, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________________
MBNA MASTER CREDIT CARD TRUST II
Series 1997-N
________________________________________________________________
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Servicing Compensation and Assignment of Interchange 18
SECTION 4. Reassignment and Transfer Terms 19
SECTION 5. Delivery and Payment for the Investor Certificates 19
SECTION 6. Depository; Form of Delivery of Investor Certificates 20
SECTION 7. Article IV of 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 31
SECTION 4.11 Excess Spread 32
SECTION 4.12 Reallocated Principal Collections 34
SECTION 4.13 Shared Principal Collections 34
SECTION 4.14 Principal Funding Account 35
SECTION 4.15 Reserve Account 36
SECTION 4.16 Determination of LIBOR 38
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment 38
SECTION 4.18 Interest Funding Account 39
SECTION 8. Article V of the Agreement 39
SECTION 5.01 Distributions 40
SECTION 5.02 Monthly Series 1997-N Certificateholders'
Statement 40
SECTION 9. Series 1997-N Pay Out Events 42
SECTION 10. Series 1997-N Termination 44
SECTION 11. Periodic Finance Charges and Other Fees 44
SECTION 12. Limitations on Addition of Accounts 44
SECTION 13. Counterparts 44
SECTION 14. Governing Law 44
SECTION 15. Additional Notices 44
SECTION 16. Additional Representations and Warranties of the
Servicer 45
SECTION 17. No Petition 45
SECTION 18. Certain Tax Related Amendments 45
SECTION 19. Tax Representation and Covenant 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 1997-N Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
An extra section break has been inserted above this paragraph. Do not
delete this section break if you plan to add text after the Table of
Contents. Deleting this break will cause Table of Contents headers and
footers to appear on any pages following the Table of Contents.
SERIES 1997-N SUPPLEMENT, dated as of December 9, 1997 (this
"Series Supplement"), by and between MBNA AMERICA BANK, NATIONAL
ASSOCIATION, a national banking association, as Seller and Servicer, and
THE BANK OF NEW YORK, as Trustee under the Pooling and Servicing
Agreement dated as of August 4, 1994 between MBNA America Bank, National
Association and the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing
the delivery by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.
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 1997-N Certificates." The two classes shall be designated the
Class A Floating Rate Asset Backed Certificates, Series 1997-N (the
"Class A Certificates") and the Class B Floating Rate Asset Backed
Certificates, Series 1997-N (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 1997-N (the "Collateral Interest").
(b) Series 1997-N shall be included in Group One (as defined
below). Series 1997-N shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the
benefits of the Agreement and this Series Supplement upon payment by the
Collateral Interest Holder of amounts owing on the Closing Date pursuant
to the Loan Agreement. Notwithstanding the foregoing, except as
expressly provided herein, the provisions of Article VI and Article XII
of the Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates and
the opinion described in Section 6.09(b)(d)(i) and clause (a) and (c) of
the definition of Tax Opinion in Section 1.01 of the Agreement shall not
be applicable to the Collateral Interest.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall mean
Articles, Sections or subsections of the Agreement, except as otherwise
provided herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined herein shall
relate only to the Investor Certificates and no other Series of
Certificates issued by the Trust.
"Account Payment Rate" shall mean, for each Monthly Period,
the percentage equivalent of a fraction, the numerator of which is an
amount equal to the deemed payments of Principal Receivables processed
during such Monthly Period and the denominator of which is an amount
equal to the Principal Receivables as of the close of business on the
last day of the prior Monthly Period.
"Accumulation Period" shall mean, solely for the purposes of
the definition of Group One Monthly Principal Payment as such term is
defined in each Supplement relating to Group One, the Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the
initial investor interests of all outstanding Series, and the
denominator of which is equal to the sum of (a) the Initial Investor
Interest, (b) the initial investor interests of all outstanding Series
(other than Series 1997-N) 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)
and 4.09(f)(ii) with respect to the Class A Certificates and the Class B
Certificates, 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.
"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in
respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which pursuant
to Section 4.12 are required to fund the Class A Required Amount and the
Class B Required Amount, plus (c) the amount of Shared Principal
Collections with respect to Group One that are allocated to Series 1997-
N in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (after taking into account any interest and
earnings retained in the Reserve Account pursuant to subsection 4.15(b)
on such date, but before giving effect to any deposit made or to be made
pursuant to subsection 4.11(i) to the Reserve Account on such date) and
(b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Monthly Interest, each for the related
Interest Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly Period and the
denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Additional Interest" shall have the meaning
specified in 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) the Principal Funding
Investment Proceeds to be treated as Class A Available Funds pursuant to
subsection 4.14(b)(i), if any, with respect to the related Transfer
Date, (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 0.07% 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
$765,000,000.
"Class A Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and (b)
the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs pursuant
to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed
pursuant to subsection 4.11(b) prior to such date of determination;
provided, however, that the Class A Investor Interest may not be reduced
below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B 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) the Principal Funding
Investment Proceeds to be treated as Class B Available Funds pursuant to
subsection 4.14(b)(ii), if any, with respect to the related Transfer
Date and (c) amounts, if any, to be withdrawn from the Reserve Account
which will be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Class B Available Funds pursuant to
subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean for any Interest
Period, a per annum rate equal to 0.23% 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
$67,500,000.
"Class B Investor Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period or 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 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 December 9, 1997.
"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 as of the close of business on the
last day of the Revolving Period and the denominator of which is equal
to the Investor Interest as of the close of business on the last day of
the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and
the denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $67,500,000.
"Collateral Interest" shall mean, on any date of
determination, a fractional undivided interest in the Trust which shall
consist of the right to receive, to the extent necessary to make the
required payments to the Collateral Interest Holder under this Series
Supplement, the portion of Collections allocable thereto under the
Agreement and this Series Supplement, and funds on deposit in the
Collection Account allocable thereto pursuant to the Agreement and this
Series Supplement; provided that, with respect to any date, the
Collateral Interest shall be an amount equal to (a) the Collateral
Initial Interest, minus (b) the aggregate amount of principal payments
made to the Collateral Interest Holder prior to such date, minus (c) the
aggregate amount of Collateral Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(c), minus (d) the amount of Reallocated
Principal Collections allocated pursuant to subsections 4.12(a) and (b)
on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Collateral Interest has been reduced on all prior Transfer
Dates pursuant to subsections 4.10(a) and (b), and plus (f) the
aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(h), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d)
and (e); provided further, however, that the Collateral Interest may not
be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly
interest distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.06(c).
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest as
calculated in accordance with subsection 4.07(c).
"Collateral Rate" shall mean, for any Interest Period, the
rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean for any Transfer
Date with respect to the Controlled Accumulation Period, $69,375,000;
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 sum of (1) the Class A Initial Investor Interest and (2) the Class B
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 October 31, 1999 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 1997-N 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 February 17, 1998 and the
fifteenth day of each calendar month thereafter, or if such fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean,
as of each Transfer Date with respect to the Controlled Accumulation
Period or the first Transfer Date with respect to the Rapid Amortization
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date exceed the Covered Amount determined on
such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if any,
specified pursuant to subsections 4.09(a)(iv), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch Investors Service, L.P. or its
successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the
greater of (a) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the
prior Monthly Period and (b) the sum of the numerators used to calculate
the Investor Percentages (as such term is defined in the Agreement) for
allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs on which, if any Series has been paid in
full, Principal Receivables in an aggregate amount approximately equal
to the initial investor interest of such Series are removed from the
Trust, the denominator determined pursuant to clause (a) hereof shall be
(i) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date, for
the period from and including the related Addition Date or Removal Date
to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of the
preceding Monthly Period (or with respect to the first calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables
in the Trust as of the close of business on the day immediately
preceding the Closing Date and, with respect to the second calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first
calendar month in the first Monthly Period), and (b) the sum of the
numerators used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable,
for all outstanding Series on such date of determination; provided,
however, that with respect to any Monthly Period in which an Addition
Date occurs or in which a Removal Date occurs on which, if any Series
has been paid in full, Principal Receivables in an aggregate amount
approximately equal to the initial investor interest of such Series are
removed from the Trust, the denominator determined pursuant to clause
(a) hereof shall be (i) the aggregate amount of Principal Receivables in
the Trust as of the close of business on the last day of the prior
Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal
Date and (ii) the aggregate amount of Principal Receivables in the Trust
as of the beginning of the day on the related Addition Date or Removal
Date after adjusting for the aggregate amount of Principal Receivables
added to or removed from the Trust on the related Addition Date or
Removal Date, for the period from and including the related Addition
Date or Removal Date to and including the last day of such Monthly
Period.
"Group One" shall mean Series 1997-N and each other Series
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with
respect to any Monthly Period, for all Series in Group One (including
Series 1997-N) which are in an Amortization Period or Accumulation
Period (as such terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as such
terms are defined in the related Supplements for all Series in Group
One), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following
Distribution Date for any Series in Group One in its Principal
Amortization Period or Rapid Amortization Period (as such terms are
defined in the related Supplements for all Series in Group One), (d) the
Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in Group One in its
Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series in Group One), (e) the excess of the
Collateral Interest as of the Transfer Date occurring in such Monthly
Period over the Required Collateral Interest for the related Transfer
Date, assuming no Accumulation Shortfall (as such terms are defined in
the related Supplements for all Series in Group One) and (f) such other
amounts as may be specified in the related Supplements for all Series
in Group One.
"Initial Investor Interest" shall mean $900,000,000.
"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 February 17, 1998 and the
fifteenth day of each February, May, August and November thereafter, or
if such fifteenth day is not a Business Day, the next succeeding
Business Day; provided, however, that commencing on the first
Distribution Date with respect to the Rapid Amortization Period, the
fifteenth day of each calendar month, or if such fifteenth day is not a
Business Day, the next succeeding Business Day shall be an Interest
Payment Date.
"Interest Period" shall mean, with respect to any
Distribution Date, (a) with respect to the Class A Certificates and the
Class B Certificates, 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 and (b) with respect to the Collateral Interest, the
period from and including the Transfer Date related to the immediately
preceding Distribution Date (or in the case of the first Distribution
Date, from and including the Closing Date) to but excluding the Transfer
Date related to such Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A Certificate,
(b) with respect to the Class B Certificates, the holder of record of a
Class B Certificate and (c) with respect to the Collateral Interest, the
Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day
such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral
Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and Default Amounts at any
time and Principal Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to Principal Receivables during
the Controlled Accumulation Period or the Rapid Amortization Period, the
Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into
the Principal Account for such Monthly Period pursuant to subsections
4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv), or
4.05(c)(ii), in each case, as applicable to such Monthly Period, (b) the
aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iii), and 4.11(a), (b), (c), (d), (g)
and (h) for such Monthly Period (other than such amount paid from
Reallocated Principal Collections), and (c) the aggregate amount of
Unallocated Principal Collections deposited into the Principal Account
pursuant to subsection 4.05(d).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for 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 such
Interest Period in accordance with the provisions of Section 4.16.
"LIBOR Determination Date" shall mean, with respect to the
Class A Certificates and the Class B Certificates, December 5, 1997 for
the period from the Closing Date through February 16, 1998, and, with
respect to each Interest Period thereafter, the second London Business
Day prior to each Interest Payment Date. For each Interest Period
following the Interest Period ending February 16, 1998, the related
LIBOR Determination Date shall be the LIBOR Determination Date prior to
the later of (i) the most recent Interest Payment Date preceding the
first day of such Interest Period and (ii) the Interest Payment Date
occurring on the first day of such Interest Period.
"Loan Agreement" shall mean the agreement among the Seller,
the Servicer, the Trustee, and the Collateral Interest Holder, dated as
of December 9, 1997, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the
London interbank market.
"Monthly Interest" shall mean, with respect to any Transfer
Date, the sum of (a) the Class A Monthly Interest, the Class A
Additional Interest, if any, and the unpaid Class A Deficiency Amount,
if any; (b) the Class B Monthly Interest, the Class B Additional
Interest, if any, and the unpaid Class B Deficiency Amount, if any, and
(c) the Collateral Monthly Interest, each with respect to such Transfer
Date.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and
shall end on and include January 31, 1998.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b)
if the Seller or The Bank of New York is no longer the Servicer, 2.0%
per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a
Series 1997-N Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of (a) the amount of
Collections of Finance Charge Receivables deposited into the Finance
Charge Account and allocable to the Investor Certificates for such
Monthly Period and (b) the amount with respect to Annual Membership Fees
deposited into the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, (c) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to such Monthly Period, (d) the Interest Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to such Monthly Period, and (e) the amount of the
Reserve Draw Amount (up to the Available Reserve Account Amount) plus
any amounts of interest and earnings described in subsection 4.15, each
deposited into the Finance Charge Account on the Transfer Date relating
to such Monthly Period, such sum to be calculated on a cash basis after
subtracting the Aggregate Investor Default Amount for such Monthly
Period, and the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit
in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for
the period from and including the immediately preceding Transfer Date to
but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, as of
each Transfer Date with respect to the Controlled Accumulation Period or
the first Transfer Date with respect 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.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the Pay Out Commencement Date and ending on the
earlier to occur of (a) the Series 1997-N Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Xxxxx'x and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of any
outstanding Series or class of a Series with respect to which it is a
Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to exceed
the product of (a) the Class B Investor Allocation with respect to the
Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided
however, that such amount shall not exceed the Class B Investor Interest
after giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided,
however, that such amount shall not exceed the Collateral Interest after
giving effect to any Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated
Collateral Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the
12 months preceding the date of such calculation; provided, however,
that this definition may be changed at any time if the Rating Agency
Condition is satisfied.
"Required Collateral Interest" shall mean (a) initially,
$67,500,000 and (b) on any Transfer Date thereafter, 7.5% of the sum of
the Class A Adjusted Investor Interest and the Class B Adjusted Investor
Interest on such Transfer Date, after taking into account deposits into
the Principal Funding Account on such Transfer Date and payments to be
made on the related Distribution Date, and the Collateral Interest on
the prior Transfer Date, after any adjustments to be made on such date,
but not less than $27,000,000; provided, however, that (x) if either (i)
there is a reduction in the Collateral Interest pursuant to clause (c),
(d) or (e) of the definition of such term or (ii) a Pay Out Event with
respect to the Investor Certificates has occurred, the Required
Collateral Interest for any Transfer Date shall equal the Required
Collateral Interest for the Transfer Date immediately preceding such
reduction or Pay Out Event, (y) in no event shall the Required
Collateral Interest exceed the sum of the outstanding principal amounts
of (i) the Class A Certificates and (ii) the Class B Certificates, each
as of the last day of the Monthly Period preceding such Transfer Date
after taking into account the payments to be made on the related
Distribution Date and (z) the Required Collateral Interest may be
reduced at the Seller's option at any time to a lesser amount if the
Seller, the Servicer, the Collateral Interest Holder and the Trustee
have been provided evidence that the Rating Agency Condition shall have
been satisfied.
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1997-N.
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%,
but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the
Controlled Accumulation Period; (c) the first Transfer Date for which
the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than
the Transfer Date with respect to the Monthly Period which commences 6
months prior to the commencement of the Controlled Accumulation Period;
and (d) the first Transfer Date for which the Portfolio Adjusted Yield
is less than 4%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 4 months prior to the
commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by
which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Scheduled Payment Date" shall mean the November 2000
Distribution Date.
"Series 1997-N" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1997-N Certificateholders" shall mean the holder of
record of a Series 1997-N Certificate.
"Series 1997-N Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1997-N Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1997-N Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the November 2002 Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the sum of
(A) the Controlled Deposit Amount for such Transfer Date, and (B) the
excess, if any, of the Collateral Interest for such Transfer Date over
the Required Collateral Interest for such Transfer Date and (ii) with
respect to any Transfer Date 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 $975,000.
"Shared Principal Collections" shall mean, with respect to
any Transfer Date, either (a) the amount allocated to the Investor
Certificates which may be applied to the Series Principal Shortfall with
respect to other outstanding Series in Group One or (b) the amounts
allocated to the investor certificates of other Series in Group One
which the applicable Supplements for such Series specify are to be
treated as "Shared Principal Collections" and which may be applied to
cover the Series Principal Shortfall with respect to the Investor
Certificates.
"Telerate Page 3750" shall mean the display page currently
so designated on the Dow Xxxxx Telerate Service (or such other page as
may replace that page on that service for the purpose of displaying
comparable rates or prices).
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(d).
SECTION 3. Servicing Compensation and Assignment of
Interchange. (1) The share of the Servicing Fee allocable to Series
1997-N with respect to any Transfer Date (the "Investor Servicing Fee")
shall be equal to one-twelfth of the product of (i) the Series Servicing
Fee Percentage and (ii) the Adjusted Investor Interest as of the last
day of the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the Investor
Servicing Fee shall be equal to $2,600,000. 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 $975,000. The share of the Investor
Servicing Fee allocable to the Class A Investor Interest with respect to
any Transfer Date (the "Class A Servicing Fee") shall be equal to one-
twelfth of the product of (i) the Class A Floating Allocation, (ii) the
Net Servicing Fee Rate and (iii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the
Class A Servicing Fee shall be equal to $1,381,250. 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 $121,875.
The share of the Investor Servicing Fee allocable to the Collateral
Interest with respect to any Transfer Date (the "Collateral Interest
Servicing Fee", and together with the Class A Servicing Fee and the
Class B Servicing Fee, the "Certificateholder Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Collateral Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Collateral Interest Servicing Fee shall be equal to
$121,875. 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 1997-N,
assigns, sets-over, conveys, pledges or grants a security interest in
Interchange allocable to the Trust, all Investor Certificates of any
such Series (except as otherwise specified in any such Supplement) and
the Investor Certificates shall rank pari passu and be equally and
ratably entitled as provided herein to the benefits of such Interchange
without preference or priority on account of the actual time or times of
authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Seller at its option,
in accordance with the terms specified in subsection 12.02(a), on any
Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor
Certificates. The Seller shall execute and deliver the Series 1997-N
Certificates to the Trustee for authentication in accordance with
Section 6.01. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.02.
SECTION 6. Depository; Form of Delivery of Investor
Certificates.
(i) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections
6.01 and 6.10 of the Agreement.
(b) The Depository for Series 1997-N shall be The Depository
Trust Company, and the Class A Certificates and Class B Certificates
shall be initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.01, 4.02
and 4.03 shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be
read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall represent
undivided interests in the Trust, consisting of the right to receive, to
the extent necessary to make the required payments with respect to such
Investor Certificates at the times and in the amounts specified in this
Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the 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 Certificate 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
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the product
of (y) the Investor Percentage on the Date of Processing of such
Collections and (z) the aggregate amount of Collections of Finance
Charge Receivables on such Date of Processing, and of that
allocation, deposit in the Finance Charge Account an amount equal
to either (I) (A) prior to the date on which the amount of Monthly
Interest with respect to the related Interest Period is determined
by the Servicer, an amount equal to the product of (1) the
Investor Percentage on the Date of Processing of such Collections
and (2) the aggregate amount of Collections of Finance Charge
Receivables on such Date of Processing, and (B) at all other
times, the difference between (1) the Monthly Interest with
respect to the immediately following Transfer Date (plus, if the
Seller is not the Servicer, the Certificateholder Servicing Fee
for such Transfer Date plus the amount of any Certificateholder
Servicing Fee due but not paid to the Servicer on any prior
Transfer Date) and (2) the amounts previously deposited in the
Finance Charge Account with respect to the current Monthly Period
pursuant to this subsection 4.05(a)(i) or (II) the amount of
Collections of Finance Charge Receivables allocated to the
Investor Certificateholders on such Date of Processing pursuant to
this subsection 4.05(a)(i); provided, that if a deposit pursuant
to subsection 4.05(a)(i)(I) is made on any Date of Processing, on
the related Transfer Date, the Servicer shall withdraw from the
Collection Account and deposit into the Finance Charge Account an
amount equal to the amount of Collections of Finance Charge
Receivables that have been allocated to the Investor
Certificateholders during the related Monthly Period but not
previously deposited in the Finance Charge Account. Funds
deposited into the Finance Charge Account pursuant to this
subsection 4.05(a)(i) shall be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the 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 Certificate an
amount equal to the excess, if any, identified in the proviso to
clause (A) above; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with subsection 4.05(d);
provided further, that in no event shall the amount payable to the
Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) be greater than the Seller Interest on such Date of
Processing.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to
the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Seller Certificate and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the 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 Certificate an
amount equal to the excess identified in the proviso to clause (A)
above, if any; provided, however, that the amount to be paid to
the Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Certificate only if the Seller
Interest on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and deposited
into the Principal Account in accordance with subsection 4.05(d);
provided further, that in no event shall the amount payable to the
Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) be greater than the Seller Interest on such Date of
Processing.
(c) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection
4.05(c)(ii)(A) shall not exceed the sum of the 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 Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.05(c)(ii)(B) with respect to any
Date of Processing shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further,
that in no event shall the amount payable to the Holder of the
Seller Certificate pursuant to this subsection 4.05(c)(ii)(B) be
greater than the Seller Interest on such Date of Processing.
(d) Unallocated Principal Collections. Any Collections in
respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Certificate because of
the limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B)
and 4.05(c)(ii)(B) and any amounts allocable to the Investor
Certificates deposited in the Principal Account pursuant to subsections
2.04(d)(iii) and 4.03(c) ("Unallocated Principal Collections") shall be
held in the Principal Account and, prior to the commencement of the
Controlled Accumulation Period or the Rapid Amortization Period shall be
paid to the Holder of the Seller Certificate when, and only to the
extent that, the Seller Interest is greater than zero. For each
Transfer Date with respect to the Controlled Accumulation Period or the
Rapid Amortization Period, any such Unallocated Principal Collections
held in the Principal Account on such Transfer Date shall be included in
the Investor Principal Collections which to the extent available shall
be distributed as Available Investor Principal Collections to be applied
pursuant to Section 4.09 on such Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series Supplement to
the contrary, whether or not the Servicer is required to make monthly or
daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b) and 4.05(c), with respect to any Monthly Period (i) the Servicer
will only be required to deposit Collections from the Collection Account
into the Finance Charge Account or the Principal Account up to the
required amount to be deposited into any such deposit account or,
without duplication, distributed on or prior to the related Distribution
Date to the Investor Certificateholders and (ii) if at any time prior to
such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the
excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(a) The amount of monthly interest distributable 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 to the
Collateral Interest shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Collateral Rate in effect with respect to the related Interest
Period, times (ii) the Collateral Interest determined as of the Record
Date preceding such Transfer Date (the "Collateral Monthly Interest");
provided, however, that for the purposes of determining Collateral
Monthly Interest only, the Collateral Rate shall not exceed a per annum
rate of 1% in excess of the London interbank offered rate for one-month
United States dollar deposits as determined by the Trustee on the second
London Business Day prior to the Transfer Date on which the related
Interest Period commences.
SECTION 4.07 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each
Transfer Date ("Class A Monthly Principal"), beginning with the Transfer
Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid Amortization Period,
begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date and (iii) the Class A Adjusted Investor Interest (after
taking into account any adjustments to be made on such Transfer Date
pursuant to Section 4.10) prior to any deposit into the Principal
Funding Account on such Transfer Date.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each
Transfer Date (the "Class B Monthly Principal"), for the Controlled
Accumulation Period, beginning with the Transfer Date on which an amount
equal to the Class A Investor Interest has been deposited in the
Principal Funding Account (after taking into account any deposits to be
made on such Transfer Date), or during the Rapid Amortization Period,
beginning with the Transfer Date immediately preceding the Distribution
Date on which the Class A Investor Interest will be paid in full (after
taking into account payments to be made on the related Distribution
Date), shall be an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date (minus the portion of such Available
Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date), (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date (minus the Class A Monthly Principal with respect to such
Transfer Date) and (iii) the Class B Adjusted Investor Interest (after
taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) prior to any deposit into the
Principal Funding Account on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the
Revolving Period following any reduction of the Required Collateral
Interest pursuant to clause (z) of the proviso in the definition thereof
an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date, and (2) the
Available Investor Principal Collections on such Transfer Date or (B)
during the Controlled Accumulation Period or the Rapid Amortization
Period an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date, and (2) the excess,
if any, of (i) the Available Investor Principal Collections on such
Transfer Date over (ii) the sum of the Class A Monthly Principal and the
Class B Monthly Principal for such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(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 Collateral Monthly Principal for
such Transfer Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.09(e)(i) above and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related
Series Supplement for each Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series in
Group One other than this Series 1997-N; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date
over (B) the applications specified in subsections 4.09(e)(i) and
(ii) above shall be paid to the Holder of the Seller Certificate;
provided, however, that the amount to be paid to the Holder of the
Seller Certificate pursuant to this subsection 4.09(e)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Certificate only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the Principal
Account in accordance with subsection 4.05(d); provided further,
that in no event shall the amount payable to the Holder of the
Seller Certificate pursuant to this subsection 4.09(e)(iii) be
greater than the Seller Interest on such Transfer Date.
(f) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class A Monthly Principal for
such Transfer Date, shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding Account,
and (B) during the Rapid Amortization Period, deposited into the
Distribution Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly
Principal, shall be (A) during the Controlled Accumulation Period,
deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the Distribution
Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1997-N Termination Date) and on
the Series 1997-N Termination Date, after giving effect to the
distributions referred to in clauses (i) and (ii) above, an amount
equal to Collateral Monthly Principal shall be distributed to the
Collateral Interest Holder in accordance with the Loan Agreement;
(iv) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.09(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 1997-N; 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 Certificate; provided, however,
that the amount to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.09(f)(v) with respect to such
Transfer Date shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of Processing
is greater than zero (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date
and the application of payments referred to in subsection 4.03(b))
and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in accordance
with subsection 4.05(d); provided further, that in no event shall
the amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.09(f)(v) be greater than the Seller
Interest on such Transfer Date.
(g) On the earlier to occur of (i) the first Transfer Date
with respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Scheduled Payment Date, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Principal Funding Account and deposit in the Distribution Account the
amount on deposit in the Principal Funding Account.
(h) On each Interest Payment Date, the Trustee shall pay in
accordance with subsection 5.01(a) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(d)(i) on the preceding
Transfer Date and (b) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution Account
pursuant to subsection 4.09(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 Section 5.01 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 October 31, 1999; 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 October 31, 1999
Distribution Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine
(i) 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; and (ii) the Account Payment Rate;
provided, however, that if the Account Payment Rate is less than 9% for
any Monthly Period following the February 2000 Monthly Period, then the
Accumulation Period Length will equal the number of whole calendar
months remaining prior to the Scheduled Payment Date; provided further,
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 (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) will be reduced by the
amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect
to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be
a negative number, the Collateral Interest will be reduced to zero, and
the Class B Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs and any Reallocated Class B Principal
Collections on such Transfer Date) will be reduced by the amount by
which the Collateral Interest would have been reduced below zero. In
the event that such reduction would cause the Class B Investor Interest
to be a negative number, the Class B Investor Interest will be reduced
to zero, and the Class A Investor Interest will be reduced by the amount
by which the Class B Investor Interest would have been reduced below
zero, but not by more than the Class A Investor Default Amount for such
Transfer Date (a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A Investor
Charge-Offs, it will be reimbursed on any Transfer Date (but not by an
amount in excess of the aggregate Class A Investor Charge-Offs) by the
amount of Excess Spread allocated and available for such purpose
pursuant to subsection 4.11(b).
(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
(after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such Transfer Date and any
adjustments with respect thereto as described in subsection 4.10(a)
above) will be reduced by the amount of such excess but not by more than
the lesser of the Class B Investor Default Amount and the Collateral
Interest (after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such Transfer Date and
any adjustments with respect thereto as described in subsection 4.10(a)
above) for such Transfer Date. In the event that such reduction would
cause the Collateral Interest to be a negative number, the Collateral
Interest will be reduced to zero and the Class B Investor Interest will
be reduced by the amount by which the Collateral Interest would have
been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-Off").
The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral
Interest pursuant to Section 4.12 and the amount of any portion of the
Class B Investor Interest allocated to the Class A Certificates to avoid
a reduction in the Class A Investor Interest pursuant to subsection
4.10(a) above. The Class B Investor Interest will thereafter be
reimbursed (but not to an amount in excess of the unpaid principal
balance of the Class B Certificates) on any Transfer Date by the amount
of Excess Spread allocated and available for that purpose as described
under subsection 4.11(d).
(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 will be
reduced by the amount of such excess but not by more than the lesser of
the Collateral Default Amount and the Collateral Interest for such
Transfer Date (a "Collateral Charge-Off"). The Collateral Interest will
also be reduced by the amount of Reallocated Principal Collections
pursuant to Section 4.12 and the amount of any portion of the Collateral
Interest allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor Interest,
pursuant to subsection 4.10(a), or the Class B Investor Interest,
pursuant to subsection 4.10(b), respectively. The Collateral Interest
will thereafter be reimbursed on any Transfer Date by the amount of the
Excess Spread allocated and available for that purpose as described
under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply, Excess
Spread with respect to the related Monthly Period, to make the following
distributions on each Transfer Date in the following priority:
(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 Monthly Interest plus
the amount of any past due Collateral Monthly Interest for such Transfer
Date will be paid to the Collateral Interest Holder in accordance with
the Loan Agreement;
(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 has been reduced below the Required Collateral
Interest for reasons other than the payment of principal to the
Collateral Interest Holder (but not in excess of the aggregate amount of
such reductions which have not been previously reimbursed) will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account
terminates as described in Section 4.15(f), an amount up to the excess,
if any, of the Required Reserve Account Amount over the Available
Reserve Account Amount shall be deposited into the Reserve Account; and
(j) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (i) above shall be
distributed in accordance with the Loan Agreement.
SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on
each Transfer Date in the following priority:
(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 shall be
reduced by the amount of Reallocated Collateral Principal Collections
and by the amount of Reallocated Class B Principal Collections for such
Transfer Date. In the event that such reduction would cause the
Collateral Interest (after giving effect to any Collateral Charge-Offs
for such Transfer Date) to be a negative number, the Collateral Interest
(after giving effect to any Collateral Charge-Offs for such Transfer
Date) shall be reduced to zero and the Class B Investor Interest shall
be reduced by the amount by which the Collateral Interest would have
been reduced below zero. In the event that the reallocation of
Reallocated Principal Collections would cause the Class B Investor
Interest (after giving effect to any Class B Investor Charge-Offs for
such Transfer Date) to be a negative number on any Transfer Date,
Reallocated Principal Collections shall be reallocated on such Transfer
Date in an aggregate amount not to exceed the amount which would cause
the Class B Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Transfer Date) to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal
Collections allocable to Series 1997-N on any Transfer Date shall be
applied as an Available Investor Principal Collection pursuant to
Section 4.09 and pursuant to such Section 4.09 shall be deposited in the
Distribution Account or distributed in accordance with the Loan
Agreement.
(b) Shared Principal Collections allocable to Series 1997-N
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 1997-N for
such Transfer Date; provided, however, that if the aggregate amount of
Shared Principal Collections for all Series for such Transfer Date is
less than the Cumulative Series Principal Shortfall for such Transfer
Date, then Shared Principal Collections allocable to Series 1997-N on
such Transfer Date shall equal the product of (i) Shared Principal
Collections for all Series for such Transfer Date and (ii) a fraction,
the numerator of which is the Series Principal Shortfall with respect to
Series 1997-N 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 maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On each Transfer Date 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,
but not in excess of the Covered Amount, for application in the
following priority:
(i) an amount up to that portion of the Covered Amount
computed pursuant to clause (a) of the definition of Covered
Amount shall be treated as Class A Available Funds to be applied
pursuant to subsection 4.09(a)(i); and
(ii) an amount up to that portion of the Covered Amount
computed pursuant to clause (b) of the definition of Covered
Amount shall be treated as Class B Available Funds to be applied
pursuant to subsection 4.09(b)(i).
Any Excess Principal Funding Investment Proceeds shall be
paid to the Seller on each Transfer Date. An amount equal to any
Principal Funding Investment Shortfall will be deposited in the Finance
Charge Account on each Transfer Date from the Reserve Account to the
extent funds are available pursuant to, and in accordance with,
subsection 4.15(d). Principal Funding Investment Proceeds (including
reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Reserve Account"),
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve
Account ceases to be a Qualified Institution, the Seller shall notify
the Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Reserve Account
meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Reserve Account.
The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up
to the Available Reserve Account Amount at such time, for the purposes
set forth in this Series Supplement, and (ii) on each Transfer Date
(from and after the Reserve Account Funding Date) prior to termination
of the Reserve Account make a deposit into the Reserve Account in the
amount specified in, and otherwise in accordance with, subsection
4.11(i).
(b) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account on
such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall maintain for the
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in the
Reserve Account (to the extent that the Available Reserve Account Amount
is less than the Required Reserve Account Amount) and the balance, if
any, shall be deposited into the Finance Charge Account and included in
Class A Available Funds for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Reserve
Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period and on or before the first Transfer Date
with respect to the Rapid Amortization Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the
Principal Funding Investment Shortfall with respect to each Transfer
Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Rapid Amortization Period; provided,
however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under
Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the Reserve
Account on such Transfer Date by the Trustee (acting in accordance with
the instructions of the Servicer), and deposited into the Finance Charge
Account for application in the following priority:
(i) an amount 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) the amount
treated as Class A Available Funds pursuant to subsection
4.14(b)(i), shall be treated as Class A Available Funds to be
applied pursuant to subsection 4.09(a)(i); 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) the amount
treated as Class B Available Funds pursuant to subsection
4.14(b)(ii), shall be treated as Class B Available Funds to be
applied pursuant to subsection 4.09(b)(i).
(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 pay in
accordance with the Loan Agreement, an amount equal to such Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating
to the Rapid Amortization Period and (iii) if the Controlled
Accumulation Period has commenced, the earlier of the first Transfer
Date with respect to the Rapid Amortization Period and the Transfer Date
immediately preceding the Scheduled Payment Date, the Trustee, acting in
accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 1997-N Certificateholders
that are payable from the Reserve Account as provided herein, shall
withdraw from the Reserve Account and pay in accordance with the Loan
Agreement, all amounts, if any, on deposit in the Reserve Account and
the Reserve Account shall be deemed to have terminated for purposes of
this Series Supplement.
SECTION 4.16 Determination of LIBOR
(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 1997-N 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
1997-N 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 1997-N 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 maintain for the benefit of the Series 1997-N Certificateholders
possession of the negotiable instruments or securities, if any,
evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity.
On each Transfer Date, 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.
SECTION 5.02 Monthly Series 1997-N Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1997-N 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 Monthly Interest,
and any past due Collateral Monthly Interest, respectively;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Class A Certificates, the Class B
Certificates and the Collateral Interest, respectively;
(vi) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class A
Investor Interest, the Class A Adjusted Investor Interest, the
Class B Investor Interest, Class B Adjusted Investor Interest, the
Collateral Interest, the Floating Investor Percentage, the Class A
Floating Allocation, the Class B Floating Allocation, the
Collateral Floating Allocation and the Fixed Investor Percentage,
Class A Fixed Allocation, the Class B Fixed Allocation and the
Collateral Fixed Allocation with respect to the Principal
Receivables in the Trust as of the end of the day on the Record
Date;
(vii) the aggregate outstanding balance of Accounts which
were 35 to 64, 65 to 94, 95 to 124, 125 to 154 and 155 or more
days delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount, the Class
A Investor Default Amount, the Class B Investor Default Amount and
the Collateral Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs reimbursed
on the Transfer Date immediately preceding such Distribution Date;
(xi) the amount of the Class A Servicing Fee, the Class B
Servicing Fee, the Collateral 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 and the Collateral Interest as of the
close of business on such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on the Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account to be treated as Class A
Available Funds and Class B Available Funds, respectively, on the
related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xx) the amount of Class A Available Funds and Class B
Available Funds on deposit in the Finance Charge Account on the
related Transfer Date;
(xxi) the amount on deposit in the Interest Funding Account;
(xxii) the Interest Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date; and
(xxiii) such other items as are set forth in Exhibit C
to this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1998, the
Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 1997-N Certificateholder, a
statement prepared by the Servicer containing the information required
to be contained in the regular monthly report to Series 1997-N
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 1997-N 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 1997-N 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 1997-N Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Seller (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B)
this Series Supplement, on or before the date occurring five days after
the date such payment or deposit is required to be made herein or (ii)
duly to observe or perform in any material respect any covenants or
agreements of the Seller set forth in the Agreement or this Series
Supplement (including, without limitation, the covenant of the Seller
contained in Section 11 of this Series Supplement), which failure has a
material adverse effect on the Series 1997-N 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 1997-N, and
continues to affect materially and adversely the interests of the Series
1997-N 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 1997-N, and (ii) as a result of which
the interests of the Series 1997-N 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 1997-N Pay Out Event pursuant to this
subsection 9(b) hereof shall not be deemed to have occurred hereunder if
the Seller has accepted reassignment of the related Receivable, or all
of such Receivables, if applicable, during such period in accordance
with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is less than the average of the Base Rates
for such period;
(d) the Seller shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required
by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1997-N Certificateholders; or
(f) the Class A Investor Interest and the Class B Investor
Interest shall not be paid in full on the Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such
subparagraphs, if any, either the Trustee or Holders of Series 1997-N
Certificates and the Collateral Interest Holder evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this
Series 1997-N by notice then given in writing to the Seller and the
Servicer (and to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 1997-N Pay Out Event") has
occurred as of the date of such notice, and in the case of any event
described in subsection 9(c), (d) or (f) hereof, a Series 1997-N Pay Out
Event shall occur without any notice or other action on the part of the
Trustee or the Investor Certificateholders immediately upon the
occurrence of such event.
SECTION 10. Series 1997-N Termination. The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1997-N
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 1997-N 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 Xxxxx'x
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 1997-N Certificate hereby
covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 18. Certain Tax Related Amendments. In addition to
being subject to amendment pursuant to any other provisions relating to
amendments in either the Agreement or this Series Supplement, this
Series Supplement may be amended by the Seller without the consent of
the Servicer, Trustee or any Investor Certificateholder if the Seller
provides the Trustee with (i) an Opinion of Counsel to the effect that
such amendment or modification would reduce the risk the Trust would be
treated as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or modification
would not materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be deemed
effective without the Trustee's consent, if the Trustee's rights, duties
and obligations hereunder are thereby modified. Promptly after the
effectiveness of any amendment pursuant to this Section 18, the Seller
shall deliver a copy of such amendment to each of the Servicer, the
Trustee and each Rating Agency.
SECTION 19. Tax Representation and Covenant. Any holder of
an interest in the Trust acquired pursuant to Section 12.01(b) in
respect of the Series 1997-N Certificates shall be required to represent
and covenant in connection with such acquisition that (x) it has neither
acquired, nor will it sell, trade or transfer any interest in the Trust
or cause any interest in the Trust to be marketed on or through either
(i) an "established securities market" within the meaning of Code
section 7704(b)(1), including without limitation an interdealer
quotation system that regularly disseminates firm buy or sell quotations
by identified brokers or dealers by electronic means or otherwise or
(ii) a "secondary market (or the substantial equivalent thereof)" within
the meaning of Code section 7704(b)(2), including a market wherein
interests in the Trust are regularly quoted by any person making a
market in such interests and a market wherein any person regularly makes
available bid or offer quotes with respect to interests in the Trust and
stands ready to effect buy or sell transactions at the quoted prices for
itself or on behalf of others, (y) unless the Seller consents otherwise,
such holder (i) is properly classified as, and will remain classified
as, a "corporation" as described in Code section 7701(a)(3) and (ii) is
not, and will not become, an S corporation as described in Code section
1361, and (z) it will (i) cause any participant with respect to such
interest otherwise permitted hereunder to make similar representations
and covenants for the benefit of the Seller and the Trust and (ii)
forward a copy of such representations and covenants to the Trustee.
Each such holder shall further agree in connection with its acquisition
of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant)
is and shall remain classified as a corporation other than an S
corporation, the Seller shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that
such holder shall take all actions necessary to permit such replacement
investor to succeed to its rights and obligations as a holder (or to the
rights of its participant).
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series 1997-N 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. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
[Signature page to Series 1997-N Supplement
dated as of December 9, 1997]
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-N
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest and the other assets and interests constituting the Trust
pursuant to a Pooling and Servicing Agreement dated as of August 4,
1994, as amended as of March 11, 1996, as supplemented by the Series
1997-N Supplement dated as of December 9, 1997 (collectively, the
"Pooling and Servicing Agreement"), by and between MBNA America Bank,
National Association, as Seller (the "Seller") and as Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinbelow. The Series 1997-N Certificates are issued in two classes,
the Class A Certificates (of which this certificate is one) and the
Class B Certificates, which are subordinated to the Class A Certificates
in certain rights of payment as described herein and in the Pooling and
Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1997-N Certificates with the intention that the
Series 1997-N Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1997-N Certificateholder (or
Series 1997-N Certificate Owner) by acceptance of its Series 1997-N
Certificate (or in the case of a Series 1997-N Certificate Owner, by
virtue of such Series 1997-N Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1997-N Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1997-N
Certificateholder agrees that it will cause any Series 1997-N
Certificate Owner acquiring an interest in a Series 1997-N Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1997-N Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by virtue of
the acceptance hereof assents and by which the Class A Certificateholder
is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class A Certificate is
qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the
rights, duties and obligations of the Trustee.
Interest will accrue on the Class A Certificates from the
Closing Date through February 16, 1998, and with respect to each
Interest Period thereafter, at the rate of 0.07% per annum above LIBOR,
as more specifically set forth in the Pooling and Servicing Agreement
(the "Class A Certificate Rate"), and will be distributed on February
17, 1998 and on the 15th day of each February, May, August and November
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 November 2000 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 1997-N Class A Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: December 9, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-N Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
Date: December 9, 1997
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-N
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the Collateral
Interest and the other assets and interests constituting the Trust
pursuant to a Pooling and Servicing Agreement dated as of August 4,
1994, as amended as of March 11, 1996, as supplemented by the Series
1997-N Supplement dated as of December 9, 1997 (collectively, the
"Pooling and Servicing Agreement"), by and between MBNA America Bank,
National Association, as Seller (the "Seller") and as Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinbelow. The Series 1997-N Certificates are issued in two classes,
the Class A Certificates and the Class B Certificates (of which this
certificate is one), which are subordinated to the Class A Certificates
in certain rights of payment as described herein and in the Pooling and
Servicing Agreement.
The Seller has structured the Pooling and Servicing
Agreement and the Series 1997-N Certificates with the intention that the
Series 1997-N Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Certificate, the Servicer and each Series 1997-N Certificateholder (or
Series 1997-N Certificate Owner) by acceptance of its Series 1997-N
Certificate (or in the case of a Series 1997-N Certificate Owner, by
virtue of such Series 1997-N Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1997-N Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series 1997-N
Certificateholder agrees that it will cause any Series 1997-N
Certificate Owner acquiring an interest in a Series 1997-N Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1997-N Certificates as indebtedness for certain
tax purposes.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by virtue of
the acceptance hereof assents and by which the Class B Certificateholder
is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class B Certificate is
qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the
rights, duties and obligations of the Trustee.
Interest will accrue on the Class B Certificates from the
Closing Date through February 16, 1998, and with respect to each
Interest Period thereafter, at the rate of 0.23% per annum above LIBOR,
as more specifically set forth in the Pooling and Servicing Agreement
(the "Class B Certificate Rate"), and will be distributed on February
17, 1998 and on the 15th day of each February, May, August and November
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 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 November 2000 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 1997-N Class B Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: December 9, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-N Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: December 9, 1997
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-N
MONTHLY PERIOD ENDING _________ __, ____
Capitalized terms used in this notice have their respective meanings set
forth in the Pooling and Servicing Agreement. References herein to
certain sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement as
supplemented by the Series 1997-N 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 1997-N
Supplement and Section 4.09 of the Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1997-N Supplement:---
-1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):---
-1.-Class A Monthly Interest at the Class A Certificate Rate on the
Class A Investor Interest-$___________
-2.-Class A Deficiency Amount-$___________
-3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):---
-1.-Class A Servicing Fee-$___________
-2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):---
-1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):---
-1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
F.Pursuant to subsection 4.09(b)(i):---
-1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
-2.-Class B Deficiency Amount-$___________
-3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):---
-1.-Class B Servicing Fee-$___________
-2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):---
-1.-Portion of Excess Spread from Class B Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
I.Pursuant to subsection 4.09(c)(i):---
-1.-Collateral Interest Servicing Fee, if applicable-$___________
-2.-Accrued and unpaid Collateral Interest Servicing Fee, if applicable-
$___________
J.Pursuant to subsection 4.09(c)(ii):---
-1.-Portion of Excess Spread from Collateral Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
--Total-$
K.Pursuant to subsection 4.09(d)(i):---
-1.-Amount on deposit in the Interest Funding Account to be paid to the
Class A Certificateholders on the succeeding Interest Payment Date-
$___________
L.Pursuant to subsection 4.09(d)(ii):---
-1.-Amount on deposit in the Interest Funding Account to be paid to the
Class B Certificateholders on the succeeding Interest Payment Date-
$___________
M.Pursuant to subsection 4.09(e)(i):---
-1.-Collateral Monthly Principal, if any, applied in accordance with the
Loan Agreement-$___________
N.Pursuant to subsection 4.09(e)(ii):---
-1.-Amount to be treated as Shared Principal Collections-$___________
O.Pursuant to subsection 4.09(e)(iii)---
-1.-Amount to be paid to the Holder of the Seller Certificate-
-2.-Unallocated Principal Collections-$___________
P.Pursuant to subsection 4.09(f)(i):---
-1.-Class A Monthly Principal-$___________
Q.Pursuant to subsection 4.09(f)(ii):---
-1.-Class B Monthly Principal-$__________
R.Pursuant to subsection 4.09(f)(iii):---
-1.-Collateral Monthly Principal to be applied in accordance with the
Loan Agreement-$__________
S.Pursuant to subsection 4.09(f)(iv)---
-1.-Amount to be treated as Shared Principal Collections-$__________
T.Pursuant to subsection 4.09(f)(v):---
-1.-Amount to be paid to the Holder of the Seller Certificate-
$__________
-2.-Unallocated Principal
Collections-$__________
--Total-$
U.Pursuant to subsection 4.09(g):---
-1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________
V.Pursuant to subsection 4.09(h):---
-1.-Amount to be withdrawn from the Interest Funding Account allocable
to the Class A Certificateholders and deposited into the Distribution
Account-$__________
-2.-Amount to be withdrawn from the Interest Funding Account allocable
to the Class B Certificateholders and deposited into the Distribution
Account-$__________
W.Pursuant to subsection 4.18(b)---
-1.-Interest Funding Investment Proceeds to be applied as Collections of
Finance Charge Receivables allocated to the Class A Certificateholders-
$__________
---
II.-INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
to pay in accordance with Section 5.01 from the Distribution Account on
_________ __, ____, which date is a [Distribution] [Interest Payment]
Date under the Pooling and Servicing Agreement, amounts so deposited in
the Distribution Account pursuant to Section 4.09 as set forth below:---
A.Pursuant to subsection 4.09(h);---
-1.-Amount to be distributed to Class A Certificateholders-$___________
-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--$___________
E.-The amount equal to the Collateral Monthly Interest plus the amount
of any past due Collateral Monthly Interest which will be paid to the
Collateral Interest Holder for application in accordance with the Loan
Agreement--$___________
F.-The amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees which will be paid to the Servicer if
the Seller or The Bank of New York is the Servicer,--$___________
G.-The amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
H.-The amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions
which have not been previously reimbursed) which will be treated as a
portion of Investor Principal Collections and deposited into the
Principal Account--$___________
I.-On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any, of
the Required Reserve Account Amount over the Available Reserve Account
Amount which shall be deposited into the Reserve Account--$___________
J.-The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above which shall be deposited
into the Distribution Account and applied in accordance with the
provisions of the Loan Agreement--$___________
---
IV.-REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Monthly
Period in the following amounts:---
A.Reallocated Collateral Principal Receivables---$___________
B.Reallocated Class B Principal Receivables---$___________
---
V.-ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month---
A. Subsections 4.09(a)(i) and (b)(i):---
-(1)-The aggregate amount of the Class A Deficiency Amount-$___________
-(2)-The aggregate amount of the Class B Deficiency Amount-$___________
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 ____ day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1997-N CERTIFICATEHOLDERS' STATEMENT
Series 1997-N
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with respect to
the distribution date of ______ __, ____ and with respect to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on the
Basis of $1,000 Original Certificate Principal Amount)---
-1.-The amount of the current monthly distribution in respect of Class A
Monthly Principal--$__________
-2.-The amount of the current monthly distribution in respect of Class B
Monthly Principal--$__________
-3.-The amount of the current monthly distribution in respect of
Collateral Monthly Principal--$__________
-4.-The amount of the current monthly distribution in respect of Class A
Monthly Interest --$__________
-5.-The amount of the current monthly distribution in respect of Class A
Deficiency Amounts--$__________
-6.-The amount of the current monthly distribution in respect of Class A
Additional Interest--$__________
-7.-The amount of the current monthly distribution in respect of Class B
Monthly Interest--$__________
-8.-The amount of the current monthly distribution in respect of Class B
Deficiency Amounts--$__________
-9.-The amount of the current monthly distribution in respect of Class B
Additional Interest--$__________
-10.-The amount of the current monthly distribution in respect of
Collateral Monthly Interest--$__________
-11.-The amount of the current monthly distribution in respect of any
accrued and unpaid Collateral
Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
-1.-Collection of Principal Receivables--
--(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
--(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Collateral Interest-$__________
-2.-Principal Receivables in the Trust--
--(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
--(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1997-N as of the end of the day on the
last day of the related Monthly Period -$__________
--(c)-The amount of Principal Receivables in the Trust represented by
the Series 1997-N Adjusted Investor Interest as of the end of the day on
the last day of the related Monthly Period-$__________
--(d)-The amount of Principal Receivables in the Trust represented by
the Class A Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
--(e)-The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Investor Interest as of the end of day on the last
day of the related Monthly Period -$__________
--(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
--(g)-The amount of Principal Receivables in the Trust represented by
the Class B Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period-$__________
--(h)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest as of the end of the day on the last day of the
related Monthly Period-$__________
--(i)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
--(j)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
--(k)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
--(l)-The Collateral Floating Allocation with respect to the related
Monthly Period-____%
--(m)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
--(n)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
--(o)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
--(p)-The Collateral Fixed Allocation with respect to the related
Monthly Period-____%
-3.-Delinquent Balances--
--The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--
--Aggregate
Account
Balance--Percentage
of Total
Receivables
----
-(a)- 35 - 64 days:-$__________-____%
-(b)- 65 - 94 days:-$__________-____%
-(c)- 95 - 124 days:-$__________-____%
-(d)-125 - 154 days:-$__________-____%
-(e)-155 or more days:-$__________-____%
--Total: -$__________-____%
-4.-Investor Default Amount--
--(f)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
--(g)-The Class A Investor Default Amount for the related Monthly
Period-$__________
--(h)-The Class B Investor Default Amount for the related Monthly
Period-$__________
--(i)-The Collateral Default Amount for the related Monthly Period-
$__________
-5.-Investor Charge Offs--
--(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
--(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
--(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
--(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
--(e)-The aggregate amount of Collateral Charge Offs for the related
Monthly Period-$__________
--(f)-The aggregate amount of Collateral Charge Offs set forth in 5(e)
above per $1,000 of original certificate principal amount-$__________
--(g)-The aggregate amount of Class A Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
--(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(i)-The aggregate amount of Class B Investor Charge Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date-
$__________
--(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(k)-The aggregate amount of Collateral Charge Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date-$__________
--(l)-The aggregate amount of Collateral Charge Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed on the
Transfer Date immediately preceding Distribution Date-$__________
-6.-Investor Servicing Fee--
--(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(c)-The amount of the Collateral Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(d)-The amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
-7.Reallocations---
--(a)-The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date-$__________
--(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
--(c)-The Collateral Interest as of the close of business on this
Distribution Date-$__________
--(d)-The Class B Investor Interest as of the close of business on this
Distribution Date-$__________
--(e)-The Class B Adjusted Investor Interest as of the close of business
on this Distribution Date-$__________
--(f)-The Class A Investor Interest as of the close of business on this
Distribution Date-$__________
--(g)-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-$__________
--(d)-The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class B
Available Funds-$__________
--(e)-The amount of all or the portion of the Reserve Draw Amount
deposited in the Finance Charge Account on the related Transfer Date
from the Reserve Account-$__________
-10.Interest Funding Account---
--(a)-The aggregate amount on deposit in the Interest Funding Account
after giving effect to any deposits and withdrawals to be made on the
related Transfer Date-$__________
--(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 Draw Amount--$__________
-12.-Available Funds--
--(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(c)-The amount of Collateral Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(d)-The Interest Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date -$__________
-13.-Portfolio Yield--
--(a)-The Portfolio Yield for the related Monthly Period-____%
--(b)-The Portfolio Adjusted Yield for the related Monthly Period-____%
C.Floating Rate Determinations----
-1.-LIBOR for the Interest Period ending on this Distribution Date--
____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-N
1.--The aggregate amount of the Investor Percentage of Collections of
Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts with
respect to Annual Membership Fees)--$__________
3.--The aggregate amount of the Investor Percentage of amounts with
respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of Interchange--
$__________
5.--The aggregate amount of Servicer Interchange--$__________
6.--The aggregate amount of funds on deposit in Finance Charge Account
allocable to the Series 1997-N Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1997-N Certificates --$__________
8.--The aggregate amount of funds on deposit in the Interest Funding
Account allocable to the Series 1997-N Certificates --$___________
9.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1997-N Certificates--$__________
10.--The aggregate amount to be withdrawn from the Finance Charge
Account and paid in accordance with the Loan Agreement pursuant to
Section 4.11 --$__________
11.--The excess, if any, of the Required Collateral Interest over the
Collateral Interest --$__________
12.--The Collateral Interest on the Transfer Date of the current
calendar month, after giving effect to the deposits and withdrawals
specified above, is equal to --$__________
13.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders --$__________
--(ii) Class B Certificateholders--$__________
--(iii) Collateral Interest Holder --$__________
14.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
--(ii) Class B Certificateholders--$___________
--(iii) Collateral Interest Holder --$___________
15.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
--(ii) Class B Certificateholders --$___________
--(iii) Collateral Interest Holder --$___________
16.--To the knowledge of the undersigned, no Series 1997-N Pay Out Event
or Trust Pay Out Event has occurred except as described below: --
---None-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
(..continued)
DOCSDC1:55225.3
S-2
