EX-4.3
MBNA CREDIT CARD MASTER NOTE TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
MBNASERIES INDENTURE SUPPLEMENT
dated as of May 24, 2001
to
INDENTURE
dated as of May 24, 2001
EXHIBITS
EXHIBIT A-1 [FORM OF] CLASS A NOTE
EXHIBIT A-2 [FORM OF] CLASS B NOTE
EXHIBIT A-3 [FORM OF] CLASS C NOTE
EXHIBIT B [FORM OF] MBNASERIES SCHEDULE TO PAYMENT
INSTRUCTIONS
EXHIBIT C [FORM OF] MBNASERIES SCHEDULE TO MONTHLY
NOTEHOLDERS' STATEMENT
This MBNASERIES INDENTURE SUPPLEMENT (this "Indenture
Supplement"), by and between MBNA CREDIT CARD MASTER NOTE TRUST, a
statutory business trust created under the laws of the State of
Delaware (the "Issuer"), having its principal office at ▇▇▇▇▇▇ Square
North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 19890, and THE
BANK OF NEW YORK, a New York banking corporation ( the "Indenture
Trustee"), is made and entered into as of May 24, 2001.
Pursuant to this Indenture Supplement, the Issuer and the
Trust shall create a new series of Notes and shall specify the
principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions. For all purposes of this
Indenture Supplement, except as otherwise expressly provided or unless
the context otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the
plural as well as the singular;
(2) all other terms used herein which are defined in the
Indenture, either directly or by reference therein,
have the meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with
generally accepted accounting principles and, except
as otherwise herein expressly provided, the term
"generally accepted accounting principles" with
respect to any computation required or permitted
hereunder means such accounting principles as are
generally accepted in the United States of America at
the date of such computation;
(4) all references in this Indenture to designated
"Articles," "Sections" and other subdivisions are to
the designated Articles, Sections and other
subdivisions of this Indenture Supplement as
originally executed. The words "herein," "hereof"
and "hereunder" and other words of similar import
refer to this Indenture Supplement as a whole and not
to any particular Article, Section or other
subdivision;
(5) in the event that any term or provision contained
herein shall conflict with or be inconsistent with
any term or provision contained in the Indenture, the
terms and provisions of this Indenture Supplement
shall be controlling;
(6) each capitalized term defined herein shall relate
only to the MBNAseries Notes and no other Series of
Notes issued by the Issuer; and
(7) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Accumulation Commencement Date" means, for each tranche of
Notes, the first Business Day of the month that is twelve (12) whole
calendar months prior to the Expected Principal Payment Date for such
tranche of Notes; provided, however, that, if the Accumulation Period
Length for such tranche of Notes is less than twelve (12) months, the
Accumulation Commencement Date will be the first Business Day of the
month that is the number of whole months prior to such Expected
Principal Payment Date at least equal to the Accumulation Period Length
and, as a result, the number of Monthly Periods during the period from
the Accumulation Commencement Date to such Expected Principal Payment
Date will at least equal the Accumulation Period Length.
"Accumulation Period Factor" means, for any tranche of
Notes for each Monthly Period, a fraction, the numerator of which is
equal to the sum of the initial investor interests of all outstanding
Series (as defined in the Pooling and Servicing Agreement) including
the Collateral Certificate, and the denominator of which is equal to
the sum of (a) the Initial Dollar Principal Amount of such tranche of
Notes, (b) the initial investor interests of all outstanding Series of
investor certificates issued by the Master Trust (other than the
Collateral Certificate) which are not expected to be in their revolving
periods (as such terms are defined in the Pooling and Servicing
Agreement), (c) the initial investor interests of all outstanding
Series of investor certificates issued by the Master Trust (other than
the Collateral Certificate) which are not allocating Shared Principal
Collections to other Series of investor certificates issued by the
Master Trust and are in their revolving periods (as such terms are
defined in the Pooling and Servicing Agreement), and (d) the Initial
Dollar Principal Amount of any tranche of notes (other than such
tranche of Notes) of the Issuer for which amounts are targeted to be
deposited into a principal funding account with respect to such Monthly
Period; provided, however, that this definition may be changed at any
time if the Note Rating Agencies provide prior written confirmation
that a Ratings Effect will not occur with respect to such change.
"Accumulation Period Length" is defined in Section
3.10(b)(ii).
"Accumulation Reserve Account" means the trust account
designated as such and established pursuant to Section 5.01(a).
"Accumulation Reserve Sub-Account Earnings" means, with
respect to each Transfer Date, the investment earnings on funds in the
Accumulation Reserve Account (net of investment expenses and losses)
for the period from and including the immediately preceding Transfer
Date to but excluding such Transfer Date.
"Aggregate Investor Default Amount" is defined in the
Series 2001-D Supplement.
"Aggregate Series Available Funds Shortfall" means the sum
of the Series Available Funds Shortfalls (as such term is defined in
each of the related Indenture Supplements) for each Excess Available
Funds Sharing Series in Excess Available Funds Sharing Group One.
"Class A Notes" means a Note specified in the applicable
terms document as belonging to Class A.
"Class A Required Subordinated Amount" means, with respect
to any tranche of Class A Notes, the aggregate Nominal Liquidation
Amount of Class B Notes or Class C Notes, as the case may be, as
specified in the applicable terms document for such tranche of Class A
Notes, that is required to be outstanding and available on any date
such tranche of Class A Notes is Outstanding.
"Class A Unused Subordinated Amount of Class B Notes" means
for any tranche of Outstanding Class A Notes, with respect to any
Transfer Date, an amount equal to the Class A Required Subordinated
Amount of Class B Notes minus the Class A Usage of the Class B Required
Subordinated Amount, each as of such Transfer Date.
"Class A Unused Subordinated Amount of Class C Notes" means
for any tranche of Outstanding Class A Notes, with respect to any
Transfer Date, an amount equal to the Class A Required Subordinated
Amount of Class C Notes minus the Class A Usage of the Class C Required
Subordinated Amount, each as of such Transfer Date.
"Class A Usage of Class B Required Subordinated Amount"
means, with respect to any tranche of Outstanding Class A Notes, zero
on the date of issuance of such tranche and on any Transfer Date
thereafter the Class A Usage of Class B Required Subordinated Amount as
of the preceding date of determination plus the sum of the following
amounts (in each case, such amount shall not exceed the Class A Unused
Subordinated Amount of Class B Notes for such tranche of Class A Notes
after giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a
fraction, the numerator of which is the Class A Unused
Subordinated Amount of Class B Notes for that tranche of
Class A Notes (as of the last day of the preceding Monthly
Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Class B Notes (as of the
last day of the preceding Monthly Period), times (B) the
aggregate amount of Investor Charge-Offs initially
allocated to Class B Notes pursuant to Section 3.05(a)
which did not result in a Class A Usage of Class C Required
Subordinated Amount for such tranche of Class A Notes on
such Transfer Date; plus
(b) the amount of Investor Charge-Offs initially
allocated to that tranche of Class A Notes pursuant to
Section 3.05(a) and then reallocated on such Transfer Date
to Class B Notes pursuant to Section 3.05(b); plus
(c) the amount of MBNAseries Available Principal
Amounts reallocated on such Transfer Date to the Interest
Funding sub-Account for that tranche of Class A Notes
pursuant to Section 3.07(a) which did not result in a Class
A Usage of Class C Required Subordinated Amount for such
tranche of Class A Notes; plus
(d) the aggregate amount of MBNAseries Available
Principal Amounts reallocated to pay any amount to the
Servicer for such tranche of Class A Notes pursuant to
Sections 3.07(c) which did not result in a Class A Usage of
Class C Required Subordinated Amount for such tranche of
Class A Notes on such Transfer Date; minus
(e) an amount (not to exceed the Class A Usage of
Class B Required Subordinated Amount after giving effect to
the amounts computed pursuant to clauses (a) through (d)
above) equal to the sum of (x) the product of (A) a
fraction, the numerator of which is the Class A Usage of
Class B Required Subordinated Amount (prior to giving
effect to any reimbursement of Class B Nominal Liquidation
Amount Deficits on such Transfer Date) for such tranche of
Class A Notes and the denominator of which is the aggregate
Class B Nominal Liquidation Amount Deficits (prior to
giving effect to any reimbursement of Class B Nominal
Liquidation Amount Deficits on such Transfer Date) of all
Class B Notes, times (B) the aggregate amount of the
Nominal Liquidation Amount Deficits of any tranche of Class
B Notes which are reimbursed on such Transfer Date pursuant
to Section 3.06(b), plus (y) if the aggregate Class A Usage
of Class B Required Subordinated Amount (prior to giving
effect to any reimbursement of Class B Nominal Liquidation
Amount Deficits on such Transfer Date) for all Class A
Notes exceeds the aggregate Class B Nominal Liquidation
Amount Deficits of all Class B Notes (prior to giving
effect to any reimbursement on such Transfer Date), the
product of (A) a fraction, the numerator of which is the
amount of such excess and the denominator of which is the
aggregate Class C Nominal Liquidation Amount Deficits
(prior to giving effect to any reimbursement of a Class C
Nominal Liquidation Amount Deficit on such Transfer Date)
of all Class C Notes, times (B) the aggregate amount of the
Nominal Liquidation Amount Deficits of any tranche of Class
C Notes (prior to giving effect to such reimbursement)
which are reimbursed on such Transfer Date times (C) a
fraction, the numerator of which is the Class A Usage of
Class B Required Subordinated Amount of such tranche of
Class A Notes (prior to giving effect to such
reimbursement) and the denominator of which is the Class A
Usage of Class B Required Subordinated Amount for all Class
A Notes (prior to giving effect to such reimbursement).
"Class A Usage of Class C Required Subordinated Amount"
means, with respect to any tranche of Outstanding Class A Notes, zero
on the date of issuance of such tranche and on any Transfer Date
thereafter the Class A Usage of Class C Required Subordinated Amount as
of the preceding date of determination plus the sum of the following
amounts (in each case, such amount shall not exceed the Class A Unused
Subordinated Amount of Class C Notes for such tranche of Class A Notes
after giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a
fraction, the numerator of which is the Class A Unused
Subordinated Amount of Class C Notes for such tranche of
Class A Notes (as of the last day of the preceding Monthly
Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Class C Notes (as of the
last day of the preceding Monthly Period), times (B) the
aggregate amount of Investor Charge-Offs initially
allocated on such Transfer Date to all Class C Notes
pursuant to Section 3.05(a); plus
(b) the amount of Investor Charge-Offs initially
allocated to that tranche of Class A Notes pursuant to
Section 3.05(a) and then reallocated to Class C Notes
pursuant to Section 3.05(b); plus
(c) an amount equal to the product of (A) a
fraction, the numerator of which is the Class A Unused
Subordinated Amount of Class B Notes for that tranche of
Class A Notes (as of the last day of the preceding Monthly
Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Class B Notes (as of the
last day of the preceding Monthly Period), times (B) the
aggregate amount of Investor Charge-Offs initially
allocated to Class B Notes pursuant to Section 3.05(a);
plus
(d) the amount of MBNAseries Available Principal
Amounts reallocated on such Transfer Date to the Interest
Funding sub-Account for that tranche of Class A Notes
pursuant to Section 3.07(a); plus
(e) an amount equal to the product of (A) a
fraction, the numerator of which is the Class A Unused
Subordinated Amount of Class B Notes for such tranche of
Class A Notes (as of the last day of the preceding Monthly
Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Class B Notes (as of the
last day of the preceding Monthly Period), times (B) the
amount of MBNAseries Available Principal Amounts
reallocated on such Transfer Date to the Interest Funding
sub-Account for any tranche of Class B Notes pursuant to
Section 3.07(b); plus
(f) the amount of MBNAseries Available Principal
Amounts reallocated on such Transfer Date to pay any amount
to the Servicer for such tranche of Class A Notes pursuant
to Sections 3.07(c); plus
(g) an amount equal to the product of (A) a
fraction, the numerator of which is the Class A Unused
Subordinated Amount of Class B Notes for that tranche of
Class A Notes (as of the last day of the preceding Monthly
Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Class B Notes (as of the
last day of the preceding Monthly Period), times (B) the
amount of MBNAseries Available Principal Amounts
reallocated on such Transfer Date to pay any amount to the
Servicer for any tranche of Class B Notes pursuant to
Section 3.07(d); minus
(h) an amount (not to exceed the Class A Usage of
Class C Required Subordinated Amount after giving effect to
the amounts computed pursuant to clauses (a) through (g)
above) equal to the product of (A) a fraction, the
numerator of which is the Class A Usage of Class C Required
Subordinated Amount (prior to giving effect to any
reimbursement of Class C Nominal Liquidation Amount
Deficits on such Transfer Date) for that tranche of Class A
Notes and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits (prior to giving effect to such
reimbursement) of all Class C Notes, times (B) the
aggregate Nominal Liquidation Amount Deficits of all Class
C Notes which are reimbursed on such Transfer Date pursuant
to Section 3.06(c).
"Class B Notes" means a Note specified in the applicable
terms document to this Indenture Supplement as belonging to Class B.
"Class B Required Subordinated Amount" means, with respect
to any tranche of Class B Notes, the aggregate Nominal Liquidation
Amount of Class C Notes as specified in the applicable terms document
for such tranche of Class B Notes, that is required to be outstanding
and available on any date such tranche of Class B Notes is Outstanding.
"Class B Unused Subordinated Amount of Class C Notes" means
for any tranche of Outstanding Class B Notes, with respect to any
Transfer Date, an amount equal to the Class B Required Subordinated
Amount of Class C Notes minus the Class B Usage of the Class C Required
Subordinated Amount, each as of such Transfer Date.
"Class B Usage of Class C Required Subordinated Amount"
means, with respect to any tranche of Outstanding Class B Notes, zero
on the date of issuance of such tranche and on any Transfer Date
thereafter the Class B Usage of Class C Required Subordinated Amount as
of the preceding date of determination plus the sum of the following
amounts (in each case, such amount shall not exceed the Class B Unused
Subordinated Amount of Class C Notes for such tranche of Class B Notes
after giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a
fraction, the numerator of which is the Class B Unused
Subordinated Amount of Class C Notes for that tranche of
Class B Notes (as of the last day of the preceding Monthly
Period) and the denominator of which is the aggregate
Nominal Liquidation Amount of all Class C Notes (as of the
last day of the preceding Monthly Period), times (B) the
aggregate amount of Investor Charge-Offs initially
allocated on such Transfer Date to Class C Notes pursuant
to Section 3.05(a); plus
(b) an amount equal to the product of (A) a
fraction, the numerator of which is the Nominal Liquidation
Amount for that tranche of Class B Notes (as of the last
day of the preceding Monthly Period) and the denominator of
which is the aggregate Nominal Liquidation Amount of all
Class B Notes (as of the last day of the preceding Monthly
Period), times (B) the sum of (i) the aggregate amount of
Investor Charge-Offs initially allocated on such date to
any Class A Note that has a Class A Unused Subordinated
Amount of Class B Notes that was included in Class A Usage
of Class C Required Subordinated Amount plus (ii) the
aggregate amount of Investor Charge-Offs initially
allocated on such date to any Class A Note that has a Class
A Unused Subordinated Amount of Class B Notes that was
included in Class A Usage of Class B Required Subordinated
Amount; plus
(c) the amount of Investor Charge-Offs initially
allocated to that tranche of Class B Notes pursuant to
Section 3.05(a), and then reallocated on such date to Class
C Notes pursuant to Section 3.05(b); plus
(d) an amount equal to the product of (A) a
fraction, the numerator of which is the Nominal Liquidation
Amount for that tranche of Class B Notes (as of the last
day of the preceding Monthly Period) and the denominator of
which is the aggregate Nominal Liquidation Amount of all
Class B Notes (as of the last day of the preceding Monthly
Period), times (B) the amount of MBNAseries Available
Principal Amounts reallocated on such date to the Interest
Funding sub-Account for any tranche of Class A Notes that
has a Class A Unused Subordinated Amount of Class B Notes
pursuant to Section 3.07(a); plus
(e) the amount of MBNAseries Available Principal
Amounts reallocated on such date to the Interest Funding
sub-Account for that tranche of Class B Notes pursuant to
Section 3.07(b); plus
(f) an amount equal to the product of (A) a
fraction, the numerator of which is the Nominal Liquidation
Amount for such tranche of Class B Notes (as of the last
day of the preceding Monthly Period) and the denominator of
which is the aggregate Nominal Liquidation Amount of all
Class B Notes (as of the last day of the preceding Monthly
Period), times (B) the amount of MBNAseries Available
Principal Amounts reallocated on such date to pay any
amount to the Servicer for any tranche of Class A Notes
that has a Class A Unused Subordinated Amount of Class B
Notes, pursuant to Section 3.07(c); plus
(g) the amount of MBNAseries Available Principal
Amounts reallocated on such date to pay any amount to the
Servicer for such tranche of Class B Notes pursuant to
Section 3.07(d); minus
(h) an amount (not to exceed the Class B Usage of
Class C Required Subordinated Amount after giving effect to
the amounts computed pursuant to clauses (a) through (g)
above) equal to the product of (A) a fraction, the
numerator of which is the Class B Usage of Class C Required
Subordinated Amount (prior to giving effect to any
reimbursement of Class C Nominal Liquidation Amount
Deficits on such Transfer Date) for that tranche of Class B
Notes and the denominator of which is the Nominal
Liquidation Amount Deficits (prior to giving effect to such
reimbursement) of all Class C Notes, times (B) the
aggregate Nominal Liquidation Amount Deficits of all Class
C Notes which are reimbursed on such date pursuant to
Section 3.06(c).
"Class C Notes" means a Note specified in the applicable
terms document as belonging to Class C.
"Class C Reserve Account" means the trust account
designated as such and established pursuant to Section 5.01(a).
"Controlled Accumulation Amount" for any Transfer Date for
any tranche of Notes with only one Expected Principal Payment Date, is
defined in the related terms document; provided, however, that if the
Accumulation Period Length with respect to such tranche is determined
to be less than twelve (12) months pursuant to Section 3.10(b)(ii), the
Controlled Accumulation Amount for any Transfer Date will be equal to
(i) the product of (x) the Initial Dollar Principal Amount of such
tranche of Notes and (y) the Accumulation Period Factor for such
Monthly Period divided by (ii) the Required Accumulation Factor Number.
"Derivative Accrual Date" means, for any Monthly Period
with respect to any tranche of Notes which has a Performing Derivative
Agreement for interest, the date in such Monthly Period corresponding
numerically to the next payment date under the related Derivative
Agreement following the end of the related Monthly Period.
"Excess Available Funds" means, with respect to any Monthly
Period, the aggregate amount of MBNAseries Available Funds minus the
sum of the amounts, without duplication, determined pursuant to
Sections 3.01(a) through (d).
"Finance Charge Receivables" is defined in the Pooling and
Servicing Agreement.
"Interest Funding Account" means the trust account
designated as such and established pursuant to Section 5.01(a).
"Interest Funding sub-Account Earnings" means, 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.
"Investor Charge-Offs" means, with respect to any Transfer
Date, the aggregate amount, if any, by which the MBNAseries Investor
Default Amount, if any, for the preceding Monthly Period exceeds the
MBNAseries Available Funds for such Transfer Date available after
giving effect to clause (a) and (b) of Section 3.01.
"MBNAseries Available Funds" means, with respect to any
Transfer Date, the sum of (a) Available Funds allocated to the
MBNAseries pursuant to Section 501 of the Indenture, (b) any amounts to
be treated as MBNAseries Available Funds pursuant to Sections 3.04(a)
and 3.20(d) and (c) any amounts to be treated as MBNAseries Available
Funds pursuant to any terms document.
"MBNAseries Available Principal Amounts" means the sum of
(a) Available Principal Amounts allocated to the MBNAseries pursuant to
Section 502 of the Indenture, (b) any amounts to be treated as
MBNAseries Available Principal Amounts pursuant to Section 3.12(a), and
(c) any amounts to be treated as MBNAseries Available Principal Amounts
pursuant to any terms document.
"MBNAseries Investor Default Amount" means, with respect to
any Monthly Period, the sum, for each day during such Monthly Period,
of the product of the Investor Default Amounts (as such term is defined
in the Series 2001-D Supplement) with respect to each such day and the
percentage equivalent of a fraction the numerator of which is the
Available Funds Allocation Amount for the MBNAseries for such day and
the denominator of which is the Available Funds Allocation Amount for
all series of Notes for such day.
"MBNAseries Servicing Fee" means, with respect to any
Monthly Period, the pro rata portion of the Net Servicing Fee (as such
term is defined in the Series 2001-D Supplement) allocable to the
MBNAseries based on the ratio of the Weighted Average Available Funds
Allocation Amount for the MBNAseries for such Monthly Period to the
Weighted Average Available Funds Allocation Amount for all series of
Notes for such Monthly Period.
"Nominal Liquidation Amount" means, with respect to any
tranche of Notes, the amount calculated pursuant to Section 3.16 of
this Indenture Supplement. The Nominal Liquidation Amount for the
MBNAseries will be the sum of the Nominal Liquidation Amounts of all of
the tranches of Notes of the MBNAseries.
"Nominal Liquidation Amount Deficit" means, with respect to
any tranche of Notes, the excess of the Adjusted Outstanding Dollar
Principal Amount of that tranche over the Nominal Liquidation Amount of
that tranche.
"PFA Accumulation Earnings" means, with respect to each
Transfer Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses), other than
funds in the Principal Funding Account in connection with any
Prefunding Target Amounts, for the period from and including the
immediately preceding Transfer Date to but excluding such Transfer
Date.
"PFA Accumulation Earnings Shortfall" means, for any
Transfer Date,
(a) the aggregate of the PFA Accumulation Earnings
Target for each tranche of MBNAseries Notes for such
Transfer Date, minus
(b) the PFA Accumulation Earnings for such period.
"PFA Accumulation Earnings Target" means, for any Transfer
Date, with respect to any amount on deposit in a Principal Funding sub-
Account (prior to giving effect to any deposits to be made on such
date), other than any amount in connection with a Prefunding Target
Amount, for a tranche of Notes, the Dollar amount of interest that
would have accrued on such deposit (or portion thereof) for the period
from and including the preceding Transfer Date to but excluding such
Transfer Date if it had borne interest at the following rates:
(a) in the case of a tranche of Dollar Interest-
bearing Notes with no Derivative Agreement for interest, at
the rate of interest applicable to that tranche;
(b) in the case of a tranche of Discount Notes, at
the rate of accretion (converted to an accrual rate) of
that tranche;
(c) in the case of a tranche of Notes with a
Performing Derivative Agreement for interest, at the rate
at which payments by the Issuer to the applicable
Derivative Counterparty accrue (prior to the netting of
such payments, if applicable); and
(d) in the case of a tranche of Notes with a non-
Performing Derivative Agreement for interest, at the rate
specified in the related terms document.
More than one of the aforementioned rates of interest may be applicable
to amounts on deposit in a Principal Funding sub-Account for a tranche
of Notes.
"PFA Prefunding Earnings" means, with respect to each
Transfer Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses) in connection
with any Prefunding Target Amounts for the period from and including
the immediately preceding Transfer Date to but excluding such Transfer
Date.
"PFA Prefunding Earnings Shortfall" means, for any Transfer
Date,
(a) the aggregate PFA Prefunding Earnings Targets
for each tranche of MBNAseries Notes for such Transfer
Date, minus
(b) the PFA Prefunding Earnings for such period.
"PFA Prefunding Earnings Target" means, for any Transfer
Date, with respect to any amount on deposit in a Principal Funding sub-
Account in connection with a Prefunding Target Amount for a tranche of
Notes, the Dollar amount of interest that would have accrued on such
deposit (or portion thereof) for the period from and including the
preceding Transfer Date to but excluding such Transfer Date if it had
borne interest at the following rates:
(a) in the case of a tranche of Dollar Interest-
bearing Notes with no Derivative Agreement for interest, at
the rate of interest applicable to that tranche;
(b) in the case of a tranche of Discount Notes, at
the rate of accretion (converted to an accrual rate) of
that tranche;
(c) in the case of a tranche of Notes with a
Performing Derivative Agreement for interest, at the rate
at which payments by the Issuer to the applicable
Derivative Counterparty accrue (prior to the netting of
such payments, if applicable); and
(d) in the case of a tranche of Notes with a non-
Performing Derivative Agreement for interest, at the rate
specified in the related terms document.
More than one of the aforementioned rates of interest may
be applicable to amounts on deposit in a Principal Funding sub-Account
for a tranche of Notes.
"Prefunding Excess Amount" means, with respect to any
senior class of Notes for any date, after giving effect to all
issuances, allocations, deposits and payments with respect to that
date, the aggregate amounts on deposit in the Principal Funding sub-
Accounts of the Notes of that class that are in excess of the aggregate
amount targeted to be on deposit in those Principal Funding sub-
Accounts pursuant to Section 3.10.
"Prefunding Target Amount" means the amount calculated
pursuant to Section 3.21.
"Principal Funding Account" means the trust account
designated as such and established pursuant to Section 5.01(a).
"Principal Funding sub-Account Amount" means, with respect
to any tranche of Notes as of any date, the amount on deposit in the
Principal Funding sub-Account for such tranche of Notes on such date.
"Receivables Sales Proceeds" means, with respect to any
tranche of Notes, the proceeds of the sale of Receivables with respect
to such tranche pursuant to Section 3.20. Receivables Sales Proceeds
do not constitute Available Principal Amounts.
"Receivables Sales Proceeds Deposit Amount" means, with
respect to any tranche of Notes in respect of which the Trust has
received Receivables Sales Proceeds, the amount of Receivables Sales
Proceeds on deposit in the Principal Funding sub-Account for such
tranche.
"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 (as defined in the
Pooling and Servicing Agreement), expressed as a decimal, for the
twelve (12) months preceding the date of such calculation; provided,
however, that this definition may be changed at any time if the Note
Rating Agencies provide prior written confirmation that a Ratings
Effect with respect to any Outstanding Notes will not occur with
respect to such change.
"Required Excess Available Funds" means, with respect to
any Monthly Period, an amount equal to zero; provided, however, that
the Issuer may, from time to time, change such amount (which will never
be less than zero) upon (i) written notice to the Indenture Trustee,
(ii) prior written confirmation from the Note Rating Agencies that a
Ratings Effect will not occur with respect to such change and (iii) the
Issuer reasonably believes that such change will not have an Adverse
Effect.
"Required Subordinated Amount" means, with respect to any
tranche of a senior class of Notes, the aggregate Nominal Liquidation
Amount of a subordinated class of Notes, as specified in the applicable
terms document for such tranche of the senior class, that is required
to be outstanding and available on any date the senior class is
Outstanding.
"senior class" means (a) with respect to the Class B Notes,
the Class A Notes, and (b) with respect to the Class C Notes, the Class
A Notes or Class B Notes.
"Series Available Funds Shortfall" means, with respect to
any Transfer Date with respect to the MBNAseries, the excess, if any,
of (a) the aggregate amount targeted to be paid or applied pursuant to
Sections 3.01(a) through (d) for any Transfer Date over (b) the
MBNAseries Available Funds (excluding any amounts to be treated as
MBNAseries Available Funds pursuant to Section 3.27(a)) for such
Transfer Date; provided, however, that the Issuer, when authorized by
an Officer's Certificate, may amend or otherwise modify this definition
of Series Available Funds Shortfall provided the Note Rating Agencies
confirm in writing that the amendment or modification will not cause a
Ratings Effect with respect to any Outstanding Notes.
"Shared Excess Available Funds" means, with respect to any
Transfer Date with respect to any series of Notes, either (a) the
amount of MBNAseries Available Funds for such Transfer Date available
after application in accordance with Sections 3.01(a) through (g) or
(b) the amounts allocated to other series of Notes identified as an
Excess Available Funds Sharing Series in Excess Available Funds Sharing
Group One which the applicable Indenture Supplements for such series
specify are to be treated as "Shared Excess Available Funds."
"Spot Exchange Rate" has the meaning specified in the
related terms document.
"subordinated class" means (a) with respect to the Class A
Notes, the Class B Notes or Class C Notes, (b) with respect to the
Class B Notes, the Class C Notes.
"Targeted Interest Deposit Amount" means, with respect to
the MBNAseries Notes for any Transfer Date, the aggregate amount
targeted to be deposited in the Interest Funding Account pursuant to
Section 3.02 for such Transfer Date.
"Targeted Principal Deposit Amount" means, with respect to
the MBNAseries Notes for any Transfer Date, the aggregate amount
targeted to be deposited in the Principal Funding Account pursuant to
Section 3.10 for such Transfer Date.
"Weighted Average Available Funds Allocation Amount" means,
with respect to any Monthly Period for any tranche or class of Notes,
the sum of the Available Funds Allocation Amount for such tranche or
class, as applicable, as of the close of business on each day during
such Monthly Period divided by the actual number of days in such
period.
Section 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK 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.
Section 1.03. Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which so executed will
be deemed to be an original, but all such counterparts will together
constitute but one and the same instrument.
Section 1.04. Ratification of Indenture. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified
and confirmed and the Indenture as so supplemented by this Indenture
Supplement shall be read, taken and construed as one and the same
instrument.
[END OF ARTICLE I]
ARTICLE II
The Notes
Section 2.01. Creation and Designation.
(a) There is hereby created a series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as
"MBNA Credit Card Master Note Trust, MBNAseries" or the "MBNAseries
Notes." The MBNAseries Notes will be issued in three classes, the
first of which shall be known as the "MBNAseries Class A Notes," the
second of which shall be known as the "MBNAseries Class B Notes" and
the third of which shall be known as the "MBNAseries Class C Notes."
(b) The MBNAseries shall be an Excess Available Funds Sharing
Series in Excess Available Funds Sharing Group A and shall not be in
any other group. The MBNAseries shall not be subordinated to any other
series of Notes.
Section 2.02. New Issuances of Notes. The Issuer may issue
new tranches of Notes (including additional Notes of an Outstanding
tranche) to be included in the MBNAseries, so long as the following
conditions precedent are satisfied:
(i) on or before the date that the new issuance is to
occur, the Issuer will have delivered to the Indenture Trustee a
terms document relating to the applicable tranche of Notes;
(ii) if the issuance of Notes results in an increase in
the targeted deposit amount of any Class C Reserve sub-Account of
a tranche of Class C Notes, on such issuance date the Issuer will
have funded such increase with a cash deposit to such Class C
Reserve sub-Account;
(iii) the conditions specified in Section 310 of the
Indenture and Section 2.03 of this Indenture Supplement, as
applicable, are satisfied; and
(iv) any other conditions specified in the related terms
document.
Section 2.03. Required Subordinated Amount Conditions to
Issuance of a Tranche of a Senior Class of Notes.
(a) Class A Required Subordinated Amount of Class B Notes. On
the issuance date of a tranche of Class A Notes, immediately after
giving effect to such issuance, the available subordinated amount of
Class B Notes for such tranche of Class A Notes must be at least equal
to the Class A Required Subordinated Amount of Class B Notes for such
tranche of Class A Notes. For purposes of this Section, the available
subordinated amount of Class B Notes for such tranche of Class A Notes
as of any date means the sum of the following, after giving effect to
any issuances, deposits, allocations, reallocations or payments to be
made on that date:
(i) the aggregate Nominal Liquidation Amount of all
tranches of Class B Notes which are Outstanding on that date;
minus
(ii) the aggregate Class A Required Subordinated Amount of
Class B Notes for all other tranches of Class A Notes which are
Outstanding on that date.
(b) Class A Required Subordinated Amount of Class C Notes. On
the issuance date of a tranche of Class A Notes, immediately after
giving effect to such issuance, the available subordinated amount of
Class C Notes for such tranche of Class A Notes must be at least equal
to the Class A Required Subordinated Amount of Class C Notes for such
tranche of Class A Notes. For purposes of this clause, the available
subordinated amount of Class C Notes for such tranche of Class A Notes
as of any date means the sum of the following, after giving effect to
any issuances, deposits, allocations, reallocations or payments to be
made on that date:
(i) the aggregate Nominal Liquidation Amount of all
tranches of Class C Notes which are Outstanding on that date;
minus
(ii) the aggregate Class A Required Subordinated Amount of
Class C Notes for all other tranches of Class A Notes which are
Outstanding on that date.
(c) Class B Required Subordinated Amount of Class C Notes. On
the issuance date of a tranche of Class B Notes, immediately after
giving effect to such issuance, the available subordinated amount of
Class C Notes for such tranche of Class B Notes must be at least equal
to the Class B Required Subordinated Amount of Class C Notes for such
tranche of Class B Notes. For purposes of this clause, the available
subordinated amount of Class C Notes for such tranche of Class B Notes
as of any date means the sum of the following, after giving effect to
any issuances, deposits, allocations, reallocations or payments to be
made on that date:
(i) the aggregate Nominal Liquidation Amount of all
tranches of Class C Notes which are Outstanding on that date;
minus
(ii) the aggregate Class B Required Subordinated Amount of
Class C Notes for all other tranches of Class B Notes which are
Outstanding on that date.
[END OF ARTICLE II]
ARTICLE III
Allocations, Deposits and Payments
Section 3.01. Allocations of MBNAseries Available Funds. On
each Transfer Date, the Indenture Trustee will apply MBNAseries
Available Funds, as follows:
(a) first, to make the targeted deposits to the Interest
Funding Account pursuant to Section 3.02;
(b) second, to pay the MBNAseries Servicing Fee plus any
previously due and unpaid MBNAseries Servicing Fee to the Servicer;
(c) third, to be treated as MBNAseries Available Principal
Amounts for application in accordance with Section 3.07 in an amount
equal to the MBNAseries Investor Default Amount, if any, for the
preceding Monthly Period;
(d) fourth, to be treated as MBNAseries Available Principal
Amounts for application in accordance with Section 3.07 in an amount
equal to the Nominal Liquidation Amount Deficit, if any;
(e) fifth, to make the targeted deposit to the Accumulation
Reserve Account, if any, pursuant to Section 3.24;
(f) sixth, to make the targeted deposit to the Class C Reserve
Account, if any, pursuant to Section 3.22;
(g) seventh, to make any other payment or deposit required by
the terms documents of any class or tranche of MBNAseries Notes;
(h) eighth, to be treated as Shared Excess Available Funds for
application in accordance with Section 3.27; and
(i) ninth, to the Issuer.
Section 3.02. Targeted Deposits to the Interest Funding
Account. The aggregate amount of MBNAseries Available Funds targeted
to be deposited into the Interest Funding Account pursuant to Section
3.01(a) on each Transfer Date is equal to the sum of the following
amounts. A single tranche of Notes may be entitled to more than one of
the following targeted deposits on any Transfer Date. The targeted
deposit on any Transfer Date will also include any shortfall in the
targeted deposit with respect to any prior Transfer Date which has not
been previously deposited.
(a) Specified Deposits. If the terms document for a tranche of
Notes specifies a deposit to be made to the Interest Funding sub-
Account for that tranche, the deposit targeted for that tranche of
Notes with respect to that Transfer Date is such specified amount.
(b) Interest Payments. The deposit targeted for any tranche of
Outstanding Interest-bearing Notes on each Transfer Date will be equal
to the amount of interest accrued on the Outstanding Dollar Principal
Amount of that tranche of Notes during the period from and including
the Monthly Interest Accrual Date in the prior Monthly Period to but
excluding the Monthly Interest Accrual Date in the current Monthly
Period.
(c) Amounts Owed to Derivative Counterparties. If a tranche of
Outstanding Dollar Notes or foreign currency Notes that has a
Performing or non-Performing Derivative Agreement for interest provides
for a payment to the applicable Derivative Counterparty, the deposit
targeted for that tranche of Notes on each Transfer Date with respect
to any payment to the Derivative Counterparty will be specified in the
related terms document.
(d) Discount Notes. The deposit targeted for a tranche of
Outstanding Discount Notes on each Transfer Date is equal to the amount
of accretion of principal of that tranche of Notes from the Monthly
Principal Accrual Date in the related Monthly Period (or in the case of
the first Transfer Date with respect to any tranche of Notes, from the
date of issuance of that tranche of Notes) to but excluding the Monthly
Principal Accrual Date for the next month.
(e) Additional Interest. Unless otherwise specified in the
applicable terms document, the deposit targeted for any tranche of
Outstanding Notes (other than Discount Notes) for any month that has
previously due and unpaid interest will include the interest accrued on
that overdue interest from and including the Monthly Interest Accrual
Date in that month to but excluding the Monthly Interest Accrual Date
next following that month at the rate of interest applicable to the
principal of that tranche during that period.
Section 3.03. Allocations of MBNAseries Available Funds to
Interest Funding sub-Accounts. The aggregate amount to be deposited to
the Interest Funding Account pursuant to Section 3.01(a) for each
Monthly Period will be allocated, and a portion deposited into the
Interest Funding sub-Account for each tranche of Notes, as follows:
(a) MBNAseries Available Funds at Least Equal to Targeted
Amounts. If the amount of funds available for a Monthly Period
pursuant to Section 3.01 is at least equal to the aggregate amount of
the deposits and payments targeted by Section 3.02, then the full
amount of each such deposit and payment will be made to the applicable
Interest Funding sub-Accounts.
(b) MBNAseries Available Funds are Less than Targeted Amounts.
If the amount of funds available for a Monthly Period pursuant to
Section 3.01 is less than the aggregate amount of the deposits targeted
by Section 3.02, then the amount available will be allocated to each
tranche of Notes as follows:
(i) first, to each tranche of Class A Notes pro rata
based on the ratio of (A) the aggregate amount of the deposits
targeted by Section 3.02 with respect to that tranche of Class A
Notes, to (B) the aggregate amount of the deposits targeted by
Section 3.02 with respect to all tranches of Class A Notes, and
(ii) second, to each tranche of Class B Notes pro rata
based on the ratio of (A) the aggregate amount of the deposits
targeted by Section 3.02 with respect to that tranche of Class B
Notes, to (B) the aggregate amount of the deposits targeted by
Section 3.02 with respect to all tranches of Class B Notes, and
(iii) third, to each tranche of Class C Notes pro rata
based on the ratio of (A) the aggregate amount of the deposits
targeted by Section 3.02 with respect to that tranche of Class C
Notes, to (B) the aggregate amount of the deposits targeted by
Section 3.02 with respect to all tranches of Class C Notes.
Section 3.04. Amounts to be Treated as MBNAseries Available
Funds; Payments Received from Derivative Counterparties for Interest in
Foreign Currencies; Other Deposits to the Interest Funding sub-
Accounts. The following deposits and payments will be made on the
following dates:
(a) Amounts to be Treated as MBNAseries Available Funds. In
addition to Available Funds allocated to the MBNAseries pursuant to
Section 501 of the Indenture, the following amounts shall be treated as
MBNAseries Available Funds for application in accordance with this
Article III for any Monthly Period:
(i) PFA Accumulation Earnings Shortfall. The aggregate
amount withdrawn from the Accumulation Reserve Account pursuant
to Section 3.25(a) will be treated as MBNAseries Available Funds
for such Monthly Period.
(ii) PFA Prefunding Earnings Shortfall. On or prior to
each Transfer Date, the Issuer will calculate the PFA Prefunding
Earnings Shortfall (if any) for the Principal Funding sub-Account
for each tranche of Notes. If there is any PFA Prefunding
Earnings Shortfall for any Principal Funding sub-Account for that
Transfer Date, or any unpaid PFA Prefunding Earnings Shortfall
for any Principal Funding sub-Account from any earlier Transfer
Date, in each case for any tranche of Notes, the Issuer will
notify the Master Trust pursuant to Section 4.09 of the Series
2001-D Supplement of that amount. On each Transfer Date, the
Indenture Trustee will treat as MBNAseries Available Funds the
amount received by the Issuer pursuant to Section 4.09 of the
Series 2001-D Supplement with respect to each Principal Funding
sub-Account, if any; provided, however, that any amount paid to
the Issuer pursuant to the proviso to Section 4.09(b) of the
Series 2001-D Supplement will be deposited directly into the
applicable Interest Funding sub-Accounts pro rata based on the
Nominal Liquidation Amount as of the close of business on the
last day of the preceding Monthly Period of each tranche with
prefunded amounts in its Principal Funding sub-Account.
(iii) Dollar Payments from Derivative Counterparties for
Interest. Dollar payments received under Derivative Agreements
for interest for any tranche of Notes will be treated as
MBNAseries Available Funds.
(iv) Sub-Account Earnings. Any PFA Accumulation Earnings,
any PFA Prefunding Earnings, any Accumulation Reserve Account
Earnings and any Interest Funding sub-Account Earnings for any
Transfer Date will be treated as MBNAseries Available Funds for
such Transfer Date.
(v) Shared Excess Available Funds. Any Shared Excess
Available Funds allocable to the MBNAseries will be treated as
MBNAseries Available Funds pursuant to Section 3.27(a).
(vi) Other Amounts. This Indenture Supplement or the
terms document for any tranche of Notes may include additional
amounts which are to be treated as MBNAseries Available Funds for
any Transfer Date.
(b) Payments Received From Derivative Counterparties. Payments
received under Derivative Agreements for Notes with interest payable in
foreign currencies will be applied as specified in the applicable terms
document.
(c) Other Deposits to the Interest Funding sub-Accounts.
(i) Class C Reserve Account. Withdrawals made from the
Class C Reserve Account pursuant to Section 3.23(a) will be
deposited into the applicable Interest Funding sub-Account on the
Transfer Date.
(ii) Receivables Sales Proceeds. Receivables Sales
Proceeds received by the Issuer pursuant to Section 3.20(c)(ii)
for any tranche of Notes will be deposited into the applicable
Interest Funding sub-Account on the date of receipt by the
Issuer.
(iii) Other Amounts. This Indenture Supplement or the
terms document for any tranche may include additional amounts
which are to be deposited into the applicable Interest Funding
sub-Account on the Transfer Date.
Section 3.05. Allocations of Reductions from Investor Charge-
Offs to the Nominal Liquidation Amount of Subordinated Classes. On
each Transfer Date when there is an Investor Charge-Off with respect to
the related Monthly Period, that reduction will be allocated (and
reallocated) on that date to each tranche of Notes as set forth in this
Section.
(a) Initially, the amount of such Investor Charge-Off will be
allocated to each tranche of Outstanding Notes pro rata based on the
ratio of the Weighted Average Available Funds Allocation Amount for
such tranche for such Monthly Period to the Weighted Average Available
Funds Allocation Amount for the MBNAseries for such Monthly Period.
(b) Immediately afterwards, the amount of Investor Charge-Offs
allocated to the Class A Notes pursuant to clause (a) will be
reallocated to the Class C Notes subject to the limitations set forth
in clauses (c) and (e), and the amount of Investor Charge-Offs
allocated to the Class A Notes pursuant to clause (a) and not
reallocated to the Class C Notes due to the limitations set forth in
clauses (c) and (e) will be reallocated to the Class B Notes subject to
the limitations set forth in clauses (c) and (e). Immediately after
giving effect to the preceding sentence, the aggregate amount of
Investor Charge-Offs allocated to the Class B Notes pursuant to clause
(a) or reallocated to the Class B Notes pursuant to the preceding
sentence will be reallocated to the Class C Notes subject to the
limitations set forth in clauses (d) and (e). Any amount of Investor
Charge-Offs which cannot be reallocated from a senior class to a
subordinated class due to the limitations in clauses (c), (d) and (e)
will reduce the Nominal Liquidation Amount of the related senior
tranche of Notes.
(c) The reallocation in clause (b) of Investor Charge-
Offs from any tranche of Class A Notes to the Class C Notes is
subject to the limitation that after giving effect to clause (a)
and to such reallocation from that tranche of Class A Notes to
the Class C Notes, that tranche's Class A Usage of Class C
Required Subordinated Amount (computed before giving effect to
any reallocations of Investor Charge-Offs from any Class B Notes
and any reallocation of MBNAseries Available Principal Amounts on
such date) will not exceed that tranche's Class A Required
Subordinated Amount of Class C Notes.
(ii) The reallocation in clause (b) of Investor Charge-
Offs from any tranche of Class A Notes to the Class B Notes is
subject to the limitation that after giving effect to clause (a)
and to such reallocation from that tranche of Class A Notes to
the Class B Notes, that tranche's Class A Usage of Class B
Required Subordinated Amount (computed before giving effect to
any reallocations of MBNAseries Available Principal Amounts on
such date) will not exceed that tranche's Class A Required
Subordinated Amount of Class B Notes.
(d) The reallocation in clause (b) of Investor Charge-Offs from
any tranche of Class B Notes to the Class C Notes is subject to the
limitation that after giving effect to clause (a) and such reallocation
from that tranche of Class B Notes and reallocations from any tranche
of Class A Notes to any tranche of Class C Notes, that tranche's Class
B Usage of Class C Required Subordinated Amount (computed before giving
effect to any reallocations of MBNAseries Available Principal Amounts
on such date) will not exceed that tranche's Class B Required
Subordinated Amount of Class C Notes.
(e) The amount permitted to be reallocated to tranches of
Class C Notes pursuant to clause (b) will be applied to each
tranche of Class C Notes pro rata based on the ratio of the
Weighted Average Available Funds Allocation Amount for such
tranche of Class C Notes for the related Monthly Period to the
Weighted Average Available Funds Allocation Amount for all Class
C Notes for the related Monthly Period.
(ii) Any such reallocation that would otherwise have
reduced the Nominal Liquidation Amount of a tranche of Class C
Notes below zero will be reallocated to the remaining tranches of
Class C Notes as set forth in this clause (e), but in no event
will the Nominal Liquidation Amount (after giving effect to this
clause (e)) of any tranche of Class C Notes be reduced below
zero.
(iii) The amount permitted to be reallocated to tranches of
Class B Notes pursuant to clause (b) will be applied to each
tranche of Class B Notes pro rata based on the ratio of the
Weighted Average Available Funds Allocation Amount for such
tranche of Class B Notes for such Monthly Period to the Weighted
Average Available Funds Allocation Amount for all tranches of
Class B Notes in the MBNAseries for such Monthly Period.
(iv) Any such reallocation that would otherwise have
reduced the Nominal Liquidation Amount of a tranche of Class B
Notes below zero will be reallocated to the remaining tranches of
Class B Notes as set forth in this clause (e), but in no event
will the Nominal Liquidation Amount (after giving effect to this
clause (e)) of any tranche of Class B Notes be reduced below
zero.
(f) In the case of each tranche of Notes, the Nominal
Liquidation Amount of each such tranche will be reduced by an amount
equal to the Investor Charge-Offs which are allocated or reallocated to
that tranche of Notes, less the amount of Investor Charge-Offs that are
reallocated from that tranche of Notes to Notes of a subordinated class
of Notes.
Section 3.06. Allocations of Reimbursements of Nominal
Liquidation Amount Deficits. If, as of any Transfer Date, there are
MBNAseries Available Funds available pursuant to Section 3.01(d) to
reimburse any Nominal Liquidation Amount Deficits as of such Transfer
Date, such funds will be allocated to each tranche of Notes as follows:
(a) first, to each tranche of Class A Notes pro rata based on
the ratio of the Nominal Liquidation Amount Deficit thereof to the
aggregate Nominal Liquidation Amount Deficits of all tranches of Class
A Notes, but in no event will the Nominal Liquidation Amount of such a
tranche of Notes be increased above the Adjusted Outstanding Dollar
Principal Amount of such tranche,
(b) second, to each tranche of Class B Notes pro rata based on
the ratio of the Nominal Liquidation Amount Deficit thereof to the
aggregate Nominal Liquidation Amount Deficit of all tranches of Class B
Notes, but in no event will the Nominal Liquidation Amount of such a
tranche of Notes be increased above the Adjusted Outstanding Dollar
Principal Amount of such tranche, and
(c) third, to each tranche of Class C Notes pro rata based on
the ratio of the Nominal Liquidation Amount Deficit thereof to the
aggregate Nominal Liquidation Amount Deficit of all tranches of Class C
Notes, but in no event will the Nominal Liquidation Amount of such a
tranche of Notes be increased above the Adjusted Outstanding Dollar
Principal Amount of such tranche.
Section 3.07. Application of MBNAseries Available Principal
Amounts. On each Transfer Date, the Indenture Trustee will apply
MBNAseries Available Principal Amounts as follows:
(a) first, with respect to each Monthly Period, if after giving
effect to deposits to be made with respect to such Monthly Period
pursuant to Section 3.01(a), any tranche of Class A Notes has not
received the full amount targeted to be deposited pursuant to Section
3.02 with respect to that Monthly Period, then MBNAseries Available
Principal Amounts (in an amount not to exceed the sum of the Daily
Principal Amounts for each day during such Monthly Period for all Class
C Notes and Class B Notes) will be allocated to the Interest Funding
sub-Account of each such tranche of Class A Notes pro rata based on, in
the case of each such tranche of Class A Notes, the lesser of the
following amounts:
(i) the amount of the deficiency in the targeted amount
to be deposited into the Interest Funding sub-Account of such
tranche of Class A Notes; and
(ii) an amount equal to the sum of (A) the Class A Unused
Subordinated Amount of Class C Notes and (B) the Class A Unused
Subordinated Amount of Class B Notes, in each case, for such
tranche of Class A Notes (determined after giving effect to the
application of Investor Charge-Offs pursuant to Section 3.05);
(b) second, with respect to each Monthly Period, if after
giving effect to deposits to be made with respect to such Monthly
Period pursuant to Section 3.01(a) any tranche of Class B Notes has not
received the full amount targeted to be deposited pursuant to Section
3.02 with respect to that Monthly Period, then MBNAseries Available
Principal Amounts (in an amount, not less than zero, not to exceed the
sum of the Daily Principal Amounts for each day during such Monthly
Period for all Class B Notes and Class C Notes minus the aggregate
amount of MBNAseries Available Principal Amounts reallocated pursuant
to clause (a) above) will be allocated to the Interest Funding sub-
Account of each such tranche of Class B Notes pro rata based on, in the
case of each such tranche of Class B Notes, the lesser of the following
amounts:
(i) the amount of the deficiency in the targeted amount
to be deposited into the Interest Funding sub-Account of such
tranche of Class B Notes; and
(ii) an amount equal to the Class B Unused Subordinated
Amount of Class C Notes for such tranche of Class B Notes
(determined after giving effect to the application of Investor
Charge-Offs pursuant to Section 3.05 and the reallocation of
MBNAseries Available Principal Amount pursuant to clause (a)
above);
(c) third, with respect to each Monthly Period, if after giving
effect to payments to be made with respect to such Monthly Period
pursuant to Sections 3.01(b), the Servicer has not received the full
amount to be paid pursuant to Section 3.01(b) with respect to that
Monthly Period, then MBNAseries Available Principal Amounts (in an
amount, not less than zero, not to exceed the sum of the Daily
Principal Amounts for each day during such Monthly Period for all Class
C Notes and Class B Notes minus the aggregate amount of MBNAseries
Available Principal Amounts reallocated pursuant to clauses (a) and (b)
above) will be paid to the Servicer in an amount equal to, and
allocated to each such tranche of Class A Notes pro rata based on, in
the case of each such tranche of Class A Notes, the lesser of the
following amounts:
(i) the amount of the deficiency allocated to such
tranche of Class A Notes pursuant to Section 3.08; and
(ii) an amount equal to the sum of (A) the Class A Unused
Subordinated Amount of Class C Notes and (B) the Class A Unused
Subordinated Amount of Class B Notes, in each case, for such
tranche of Class A Notes (determined after giving effect to the
application of Investor Charge-Offs pursuant to Section 3.05 and
the reallocation of MBNAseries Available Principal Amount
pursuant to clauses (a) and (b) above);
(d) fourth, with respect to each Monthly Period, if after
giving effect to payments to be made with respect to such Monthly
Period pursuant to Section 3.01(b), the Servicer has not received the
full amount to be paid pursuant to Section 3.01(b) with respect to that
Monthly Period, then MBNAseries Available Principal Amounts (in an
amount, not less than zero, not to exceed the sum of the Daily
Principal Amounts for each day during such Monthly Period for all Class
B Notes and Class C Notes, minus the aggregate amount of MBNAseries
Available Principal Amounts reallocated pursuant to clauses (a) through
(c) above) will be paid to the Servicer in an amount equal to, and
allocated to each such tranche of Class B Notes pro rata based on, in
the case of each such tranche of Class B Notes, the lesser of the
following amounts:
(i) the amount of the deficiency allocated to such
tranche of Class B Notes pursuant to Section 3.08; and
(ii) an amount equal to the Class B Unused Subordinated
Amount of Class C Notes for such tranche of Class B Notes
(determined after giving effect to the application of Investor
Charge-Offs pursuant to Section 3.05 and the reallocation of
MBNAseries Available Principal Amount pursuant to clauses (a)
through (c) above);
(e) fifth, to make the targeted deposits to the Principal
Funding Account pursuant to Section 3.10; and
(f) sixth, to the Issuer for reinvestment in the Investor
Interest of the Collateral Certificate.
Section 3.08. Allocation of Servicing Fee Shortfalls. On
each Transfer Date if after giving effect to payments to be made with
respect to such Monthly Period pursuant to Section 3.01(b), the
Servicer has not received the full amount to be paid pursuant to
Section 3.01(b) with respect to that Monthly Period, the aggregate
amount of such shortfall will be allocated to each tranche of
Outstanding Notes pro rata based on the ratio of the Weighted Average
Available Funds Allocation Amount for such tranche for such Monthly
Period to the Weighted Average Available Funds Allocation Amount for
the MBNAseries for such Monthly Period.
Section 3.09. Computation of Reductions to the Nominal
Liquidation Amount of Subordinated Classes from Reallocations of
MBNAseries Available Principal Amounts.
(a) Each reallocation of MBNAseries Available Principal Amounts
deposited to the Interest Funding sub-Account of a tranche of Class A
Notes pursuant to Section 3.07(a) will reduce the Nominal Liquidation
Amount of the Class C Notes; provided, however, that the amount of such
reduction for each such tranche of Class A Notes shall not exceed the
Class A Unused Subordinated Amount of Class C Notes for such tranche of
Class A Notes (after giving effect to any reductions pursuant to
Section 3.05).
(b) Each reallocation of MBNAseries Available Principal Amounts
deposited to the Interest Funding sub-Account of a tranche of Class A
Notes pursuant to Section 3.07(a) which does not reduce the Nominal
Liquidation Amount of Class C Notes pursuant to clause (a) above will
reduce the Nominal Liquidation Amount of the Class B Notes; provided,
however, that the amount of such reduction for each such tranche of
Class A Notes shall not exceed the Class A Unused Subordinated Amount
of Class B Notes for such tranche of Class A Notes (after giving effect
to any reductions pursuant to Section 3.05).
(c) Each reallocation of MBNAseries Available Principal Amounts
deposited to the Interest Funding sub-Account of a tranche of Class B
Notes pursuant to Section 3.07(b) will reduce the Nominal Liquidation
Amount (determined after giving effect to clause (a) above) of the
Class C Notes.
(d) Each reallocation of MBNAseries Available Principal Amounts
paid to the Servicer pursuant to Section 3.07(c) will reduce the
Nominal Liquidation Amount (determined after giving effect to clauses
(a) and (c) above) of the Class C Notes; provided, however, that the
amount of such reduction for each such tranche of Class A Notes shall
not exceed the Class A Unused Subordinated Amount of Class C Notes for
such tranche of Class A Notes (after giving effect to clause (a) and
any reductions pursuant to Section 3.05).
(e) Each reallocation of MBNAseries Available Principal Amounts
paid to the Servicer pursuant to Section 3.07(c) which does not reduce
the Nominal Liquidation Amount of Class C Notes pursuant to clause (d)
above will reduce the Nominal Liquidation Amount (determined after
giving effect to clause (b) above) of the Class B Notes; provided,
however, that the amount of such reduction for each such tranche of
Class A Notes shall not exceed the Class A Unused Subordinated Amount
of Class B Notes for such tranche of Class A Notes (after giving effect
to clause (b) and any reductions pursuant to Section 3.05).
(f) Each reallocation of MBNAseries Available Principal Amounts
paid to the Servicer pursuant to Section 3.07(d) will reduce the
Nominal Liquidation Amount (determined after giving effect to clauses
(a), (c) and (d) above) of the Class C Notes.
(g) The aggregate amount of the reallocation of MBNAseries
Available Principal Amounts which reduce the Nominal Liquidation Amount
of Class B Notes pursuant to clause (b) and (e) above will reduce the
Nominal Liquidation Amount (determined after giving effect to any
reductions pursuant to Section 3.05) of each tranche of the Class B
Notes pro rata based on ratio of the Weighted Average Available Funds
Allocation Amount for such tranche of Class B Notes for the related
Monthly Period to the Weighted Average Available Funds Allocation
Amount for all Class B Notes for the related Monthly Period; provided,
however, that any allocation of any such reduction that would otherwise
have reduced the Nominal Liquidation Amount of a tranche of Class B
Notes below zero will be reallocated to the remaining tranches of Class
B Notes as set forth in this clause (g), but in no event will the
Nominal Liquidation Amount (after giving effect to this clause (g)) of
any tranche of Class B Notes be reduced below zero; provided further,
however, that the amount of any such reduction of the Nominal
Liquidation Amount of a tranche of Class B Notes will be limited by the
aggregate amount of such reduction which results in a reduction of the
Nominal Liquidation Amount of the Class C Notes pursuant to clause (h)
below.
(h) Each reallocation of MBNAseries Available Principal Amounts
which reduces the Nominal Liquidation Amount of Class B Notes pursuant
to clause (g) above will reduce the Nominal Liquidation Amount
(determined after giving effect to clause (a), (c), (d) and (f) and any
reductions pursuant to Section 3.05) of the Class C Notes; provided,
however, that the amount of such reduction for each such tranche of
Class B Notes shall not exceed the Class B Unused Subordinated Amount
of Class C Notes for such tranche of Class B Notes (after giving effect
to clause (a), (c), (d) and (f) and any reductions pursuant to Section
3.05).
(i) The aggregate amount of the reallocation of MBNAseries
Available Principal Amounts which reduce the Nominal Liquidation Amount
of Class C Notes pursuant to clause (a), (c), (d), (f) and (h) above
will reduce the Nominal Liquidation Amount (determined after giving
effect to any reductions pursuant to Section 3.05) of each tranche of
the Class C Notes pro rata based on ratio of the Weighted Average
Available Funds Allocation Amount for such tranche of Class C Notes for
the related Monthly Period to the Weighted Average Available Funds
Allocation Amount for all Class C Notes for the related Monthly Period;
provided, however, that any allocation of any such reduction that would
otherwise have reduced the Nominal Liquidation Amount of a tranche of
Class C Notes below zero will be reallocated to the remaining tranches
of Class C Notes as set forth in this clause (i), but in no event will
the Nominal Liquidation Amount (after giving effect to this clause (i))
of any tranche of Class C Notes be reduced below zero.
Section 3.10. Targeted Deposits of MBNAseries Available
Principal Amounts to the Principal Funding Account. The amount of the
deposit targeted for any tranche of Notes with respect to any Monthly
Period to be deposited into the Principal Funding sub-Account for that
tranche will be the sum of (i) the amount determined pursuant to clause
(a), (b), (c), (d) or (e) with respect to such tranche for such Monthly
Period, as applicable, or if more than one such clause is applicable,
the highest amount determined pursuant to any one of such clauses, and
(ii) any deposit targeted pursuant to clause (i) with respect to such
tranche for any prior Monthly Period but for which the full targeted
deposit was not made, but in no case more than the Nominal Liquidation
Amount of such tranche (computed immediately before giving effect to
such deposit but after giving effect to any Investor Charge-Offs and
any reallocations of MBNAseries Available Principal Amounts on such
date).
(a) Principal Payment Date. With respect to the Monthly Period
immediately preceding each Principal Payment Date, the deposit targeted
for that tranche of Notes, unless otherwise specified in the related
terms agreement, is equal to the Nominal Liquidation Amount of that
tranche of Notes as of the close of business on the last day of the
Monthly Period preceding such Monthly Period (determined after giving
effect to any Investor Charge-Offs and any reallocations, payments or
deposits of MBNAseries Available Principal Amounts on the following
Transfer Date).
(b) Budgeted Deposits.
(i) Subject to Section 3.10(d), with respect to each
Monthly Period, beginning with the Accumulation Commencement
Date, the deposit targeted to be made into the Principal Funding
sub-Account for that tranche will be the Controlled Accumulation
Amount for that tranche specified in the applicable terms
document, or if no such amount is specified, beginning with the
twelfth Monthly Period before the Monthly Period in which the
Expected Principal Payment Date of that tranche of Notes occurs,
an amount equal to one-twelfth of the expected Outstanding Dollar
Principal Amount of such tranche of Notes as of such Expected
Principal Payment Date.
(ii) Notwithstanding anything to the contrary in clause
(i), on or before the Transfer Date immediately preceding the
first Business Day of the month that is twelve (12) months prior
to the Expected Principal Payment Date of any tranche of Notes,
and each Determination Date thereafter until the Accumulation
Commencement Date, the Issuer will determine the "Accumulation
Period Length" which will equal the number of whole months such
that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the
Accumulation Period Length will not be determined to be less than
one month; provided further, however, that the determination of
the Accumulation Period Length may be changed at any time if the
Note Rating Agencies provide prior written confirmation that a
Ratings Effect will not occur with respect to such change.
(c) Prefunding of the Principal Funding Account of Senior
Classes. If the Issuer determines as of the end of the preceding
Monthly Period with respect to any Class A Notes or Class B Notes that,
after giving effect to all allocations and payments with respect to
that Monthly Period, the Prefunding Target Amount of that class is
greater than zero, the targeted deposit to the Principal Funding sub-
Accounts for the affected classes will be the Prefunding Target Amount
for the MBNAseries.
(d) Event of Default, Early Redemption Event, Other Optional or
Mandatory Redemption. If any tranche of Notes has been accelerated
during a Monthly Period after the occurrence of an Event of Default, or
if an Early Redemption Event with respect to any tranche of Notes
occurs during such Monthly Period, or with respect to the Monthly
Period immediately preceding any other date fixed for any other
optional or mandatory redemption of any tranche of Notes, the deposit
targeted for that tranche of Notes with respect to that Monthly Period
and each following Monthly Period is equal to Nominal Liquidation
Amount of that tranche of Notes as of the close of business on the last
day of the preceding Monthly Period (after taking into account any
reallocations, payments or deposits on the following Transfer Date).
(e) Amounts Owed to Derivative Counterparties. If a tranche of
Outstanding Dollar Notes or foreign currency Notes that has a
Performing or non-Performing Derivative Agreement for principal
provides for a payment to the applicable Derivative Counterparty, the
deposit targeted for that tranche of Notes on each Transfer Date with
respect to any payment to the Derivative Counterparty will be specified
in the related terms document.
Section 3.11. Allocations among Principal Funding sub-
Accounts. Subject to the restrictions of Section 3.15, the aggregate
amount of the deposits to be made to the Principal Funding Account for
each tranche of Notes pursuant to Section 3.10 for each Monthly Period
will be allocated, and a portion deposited in the Principal Funding
sub-Account for each tranche of Notes, as follows:
(a) MBNAseries Available Principal Amounts Equal to Targeted
Amount. Subject to clause (c) below, if MBNAseries Available Principal
Amounts remaining after giving effect to Sections 3.07(a) through (d)
are equal to the aggregate amount of MBNAseries Available Principal
Amounts targeted to be deposited into the Principal Funding Account for
all tranches of Notes pursuant to Section 3.10, then that targeted
amount is deposited in the Principal Funding sub-Account established
for each tranche.
(b) MBNAseries Available Principal Amounts Are Less Than
Targeted Amounts. Subject to clause (c) below, if MBNAseries Available
Principal Amounts remaining after giving effect to Sections 3.07(a)
through (d) are less than the aggregate amount targeted to be deposited
into the Principal Funding Account for all tranches of Notes pursuant
to Section 3.10, then the amount available will be deposited in the
Principal Funding sub-Account established for each tranche in the
following priority:
(i) first, the amount available will be allocated to the
Class A notes pro rata based on the ratio of (A) the amount
targeted to be deposited into the Principal Funding sub-Account
for such tranche of Class A Notes pursuant to Section 3.10, to
(B) the aggregate amount targeted to be deposited into the
Principal Funding sub-Account for all tranches of Class A Notes
pursuant to Section 3.10;
(ii) second, the amount available after the application in
clause (i) above will be allocated to the Class B notes, pro rata
based on the ratio of (A) the amount targeted to be deposited
into the Principal Funding sub-Account for such tranche of Class
B Notes pursuant to Section 3.10, to (B) the aggregate amount
targeted to be deposited into the Principal Funding sub-Account
for all tranches of Class B Notes pursuant to Section 3.10; and
(iii) third, the amount available after the applications in
clauses (i) and (ii) above will be allocated to the Class C
notes, pro rata based on the ratio of (A) the amount targeted to
be deposited into the Principal Funding sub-Account for such
tranche of Class C Notes pursuant to Section 3.10, to (B) the
aggregate amount targeted to be deposited into the Principal
Funding sub-Account for all tranches of Class C Notes pursuant to
Section 3.10.
(c) Reallocation of Deposits to the Principal Funding sub-
Account of Subordinated Notes. If the restrictions of Section 3.15(a)
prevent the deposit of MBNAseries Available Principal Amounts into the
Principal Funding sub-Account of any subordinated note, the aggregate
amount of MBNAseries Available Principal Amounts available to make the
targeted deposit for such subordinated tranche will be allocated first,
to each tranche of Class A Notes pro rata based on the ratio of (A) the
Required Subordinated Amount with respect to such subordinated class of
Notes for such Class A Notes to (B) the Required Subordinated Amount
with respect to such subordinated class of Notes for all Class A Notes
and, second, if applicable, to each tranche of Class B Notes pro rata
based on the ratio of (A) the Required Subordinated Amount with respect
to such subordinated class of Notes for such Class B Notes to (B) the
Required Subordinated Amount with respect to such subordinated class of
Notes for all Class B Notes.
Section 3.12. Amounts to be Treated as MBNAseries Available
Principal Amounts; Payments Received from Derivative Counterparties for
Principal; Other Deposits to Principal Funding sub-Accounts. The
following deposits and payments will be made on the following dates:
(a) Amounts to be Treated as MBNAseries Available Principal
Amounts. In addition to Available Principal Amounts allocated to the
MBNAseries pursuant to Section 502 of the Indenture, the following
amounts shall be treated as MBNAseries Available Principal Amounts for
application in accordance with this Article III for any Monthly Period:
(i) Reallocated MBNAseries Available Funds. MBNAseries
Available Principal Amounts will include MBNAseries Available
Funds reallocated to be treated as MBNAseries Available Principal
Amounts pursuant to Section 3.01(c) or 3.01(d).
(ii) Dollar Payments from Derivative Counterparties for
Principal. Dollar payments received under Derivative Agreements
for principal for any tranche of Notes will be treated as
MBNAseries Available Principal Amounts.
(iii) Other Amounts. The terms document for any tranche of
Notes may include additional amounts which are to be treated as
MBNAseries Available Principal Amounts for any Transfer Date.
(b) Payments Received from Derivative Counterparties. Payments
received under Derivative Agreements for Notes with principal payable
in foreign currencies will be applied as specified in the applicable
terms document.
(c) Class C Reserve sub-Account. Withdrawals made from the
Class C Reserve sub-Account for any tranche of Notes pursuant to
Section 3.23(b) will be deposited into the applicable Principal Funding
sub-Account on the Transfer Date.
(d) Receivables Sale Proceeds. Receivables Sales Proceeds
received pursuant to Section 3.20(c)(i) for any tranche of Notes will
be deposited into the applicable Principal Funding sub-Account on the
date of receipt by the Issuer.
Section 3.13. Withdrawals from Interest Funding Account.
Withdrawals made pursuant to this Section 3.13 with respect to any
tranche of Notes will be made from the Interest Funding sub-Account
established for that tranche only after all allocations and
reallocations have been made pursuant to Sections 3.02, 3.03, 3.04 and
3.07. In no event will the aggregate amount of the withdrawals from an
Interest Funding sub-Account for any month be more than the amount on
deposit in the applicable Interest Funding sub-Account. A single
tranche of Notes may be entitled to more than one of the following
withdrawals in any month.
(a) Withdrawals for Dollar Notes. On each Interest Payment
Date (or as specified in the applicable terms document) with respect to
each tranche of Dollar Notes, an amount equal to the interest due on
the applicable tranche of Notes on such Interest Payment Date
(including any overdue and additional interest with respect to prior
Interest Payment Dates) will be withdrawn from that Interest Funding
sub-Account and remitted to the applicable Paying Agent(s) or as
otherwise provided in the applicable terms document.
(b) Withdrawals for Foreign Currency Notes with a non-
Performing Derivative Agreement for Interest. On each Interest Payment
Date (or as specified in the applicable terms document) with respect to
a tranche of foreign currency Notes that has a non-Performing
Derivative Agreement for interest, the amount specified in the
applicable terms document will be withdrawn from that Interest Funding
sub-Account and, if so specified in the applicable terms document,
converted to the applicable foreign currency at the Spot Exchange Rate
and remitted to the applicable Paying Agent(s) or as otherwise provided
in the applicable terms document.
(c) Withdrawals for Discount Notes. On each applicable
Principal Payment Date, with respect to each tranche of Discount Notes,
an amount equal to the amount of the accretion of principal of that
tranche of Notes from the prior Principal Payment Date (or, in the case
of the first Principal Payment Date, the date of issuance of that
tranche) to but excluding the applicable Principal Payment Date will be
withdrawn from that Interest Funding sub-Account and invested in the
Investor Interest of the Collateral Certificate pursuant to Section
3.17.
(d) Withdrawals for Payments to Derivative Counterparties. On
each date on which a payment is required to be made to the Derivative
Counterparty under the applicable Derivative Agreement (or as specified
in the applicable terms document) with respect to any tranche of Notes
which has a Performing or non-Performing Derivative Agreement for
interest, an amount equal to the amount of the payment to be made to
the Derivative Counterparty under the applicable Derivative Agreement
(including any overdue payment and any additional interest on overdue
payments) will be withdrawn from that Interest Funding sub-Account and
paid to the applicable Derivative Counterparty or as otherwise provided
in the applicable terms document.
(e) Excess Amounts. After payment in full of any tranche of
Notes, any amount remaining on deposit in the applicable Interest
Funding sub-Account will be first, allocated among and deposited to the
Interest Funding sub-Account of the tranches of Notes in the manner,
order and priority set forth in Section 3.03(b), second, allocated
among and deposited to the Principal Funding sub-Account of the
tranches of Notes in the manner, order and priority set forth in
Section 3.11(b), and third, paid to the Issuer.
If the aggregate amount available for withdrawal from an Interest
Funding sub-Account for any tranche of Notes is less than all
withdrawals required to be made from that Interest Funding sub-Account
for that tranche in a month, then the amounts on deposit will be
withdrawn and, if payable to more than one Person, applied pro rata
based on the amounts of the withdrawals required to be made.
Section 3.14. Withdrawals from Principal Funding Account.
Withdrawals made pursuant to this Section 3.14 with respect to any
tranche of Notes will be made from the Principal Funding sub-Accounts
established for that tranche only after all allocations have been made
pursuant to Sections 3.10, 3.11 and 3.12. In no event will the amount
of the withdrawal be more than the amount on deposit in the applicable
Principal Funding sub-Account. A single tranche may be entitled to
more than one of the following withdrawals with respect to any Monthly
Period.
(a) Withdrawals for Dollar Notes with no Derivative Agreement
for Principal. On each applicable Principal Payment Date (or as
specified in the applicable terms document) with respect to each
tranche of Dollar Notes which has no Derivative Agreement for
principal, an amount equal to the principal due on the applicable
tranche of Notes on the applicable Principal Payment Date will be
withdrawn from such Principal Funding sub-Account and remitted to the
applicable Paying Agent(s) or as otherwise provided by the applicable
terms document.
(b) Withdrawals for Dollar or Foreign Currency Notes with
Performing Derivative Agreements for Principal. On each date on which
a payment is required under the applicable Derivative Agreement (or as
specified in the applicable terms document) with respect to any tranche
of Notes which has a Performing Derivative Agreement for principal, an
amount equal to the amount of the payment to be made under the
applicable Derivative Agreement will be withdrawn from such Principal
Funding sub-Account and paid to the applicable Derivative Counterparty
or as otherwise provided by the applicable terms document. The Issuer
will direct the applicable Derivative Counterparty to remit its
payments under the applicable Derivative Agreement to the applicable
Paying Agent(s) or as otherwise provided by the applicable terms
document.
(c) Withdrawals for Dollar Notes with a non-Performing
Derivative Agreement for Principal. On each applicable Principal
Payment Date (or as specified in the applicable terms document) with
respect to each tranche of Dollar Notes with a non-Performing
Derivative Agreement for principal, the amount specified in the
applicable terms agreement will be withdrawn from such Principal
Funding sub-Account and remitted to the applicable Paying Agent(s) or
as otherwise provided by the applicable terms document.
(d) Withdrawals for Foreign Currency Notes with non-Performing
Derivative Agreements for Principal. On each Principal Payment Date
(or as specified in the applicable terms document) with respect to a
tranche of foreign currency Notes that has a non-Performing Derivative
Agreement for principal, the amount specified in the applicable terms
document will be withdrawn from such sub-Account and, if so specified
in the applicable terms document, converted to the applicable foreign
currency at the Spot Exchange Rate and remitted to the applicable
Paying Agent(s) or as otherwise provided by the applicable terms
document.
(e) Withdrawal of Prefunding Excess Amount. If the Issuer on
any date determines with respect to any class of Class A Notes or Class
B Notes that, after giving effect to all issuances, deposits,
allocations, reallocations and payments on such date, the Prefunding
Excess Amount of that class is greater than zero, that amount will be
withdrawn from the Principal Funding sub-Account of that class of Notes
and first, allocated among and deposited to the Principal Funding sub-
Account of the tranches of Notes in the manner, order and priority set
forth in Section 3.11(b), and then, paid to the Issuer for reinvestment
in the Investor Interest of the Collateral Certificate.
(f) Legal Maturity Date. On the Legal Maturity Date of any
tranche, after giving effect to any deposits, allocations,
reallocations, sales of Receivables or other payments to be made on
that date, amounts on deposit in the Principal Funding sub-Account of
any tranche of a subordinated class of Notes may be applied to pay
principal of that tranche, to make a payment under a Derivative
Agreement with respect to principal of that tranche or to make other
payments as specified in the related terms document.
(g) Excess Amounts. Upon payment in full of any tranche of
Notes, any remaining amount on deposit in the applicable Principal
Funding sub-Account will be first, allocated among and deposited to the
Interest Funding sub-Account of the tranches of Notes in the manner,
order and priority set forth in Section 3.03(b), second, allocated
among and deposited to the Principal Funding sub-Account of the
tranches of Notes in the manner, order and priority set forth in
Section 3.11(b), and third, paid to the Issuer.
If the aggregate amount available for withdrawal from a
Principal Funding sub-Account for any tranche of Notes is less than all
withdrawals required to be made from that Principal Funding sub-Account
for that tranche in a month, then the amounts on deposit will be
withdrawn and, if payable to more than one Person, applied pro rata
based on the amounts of the withdrawals required to be made.
Section 3.15. Limit on Deposits to the Principal Funding sub-
Account of Subordinated Note; Limit on Repayments of all Tranches.
(a) Limit on Deposits to the Principal Funding sub-Account of
Subordinated Notes.
(i) No MBNAseries Available Principal Amounts will be
deposited in the Principal Funding sub-Account of any tranche of
Class B Notes unless, following such deposit, the available
subordinated amount of Class B Notes is at least equal to the
aggregate Class A Unused Subordinated Amount of Class B Notes for
all Outstanding Class A Notes. For this purpose, the available
subordinated amount of Class B Notes is equal to the aggregate
Nominal Liquidation Amount of all other Class B Notes of the
MBNAseries which are Outstanding after giving effect to the
deposit into the Principal Funding sub-Account of such tranche of
Class B Notes and all other Class B Notes which have a targeted
deposit into the Principal Funding Account for such Monthly
Period after giving effect to reductions or reallocations on such
Transfer Date.
(ii) No MBNAseries Available Principal Amounts will be
deposited in the Principal Funding sub-Account of any tranche of
Class C Notes unless, following such deposit, (A) the available
subordinated amount of Class C Notes is at least equal to the
Class B Unused Subordinated Amount of Class C Notes for all
Outstanding Class B Notes and (B) the available subordinated
amount of Class C Notes is at least equal to the Class A Unused
Subordinated Amount of Class C Notes for all Outstanding A Notes.
For this purpose, the available subordinated amount of Class C
Notes is equal to the aggregate Nominal Liquidation Amount of all
other Class C Notes of the MBNAseries which are Outstanding after
giving effect to the deposit into the Principal Funding sub-
Account of such tranche of Class C Notes and all other Class C
Notes which have a targeted deposit into the Principal Funding
Account for such Monthly Period after giving effect to reductions
or reallocations on such Transfer Date.
(iii) Notwithstanding anything in the Indenture or this
Indenture Supplement to the contrary, MBNAseries Available
Principal Amounts will be deposited in the Principal Funding sub-
Account of a Subordinated Note, if and only to the extent that
(i) such deposit is not contrary to clause (a)(i) or (a)(ii)
above and (ii) the Prefunding Target Amount for each senior class
of Notes is zero.
(b) Limit on Repayments of all Tranches. No amounts on deposit
in a Principal Funding sub-Account for any tranche of Class A Notes or
Class B Notes will be applied to pay principal of that tranche or to
make a payment under a Derivative Agreement with respect to principal
of that tranche in excess of the highest Outstanding Dollar Principal
Amount of that tranche (or, in the case of foreign currency notes, such
other amount that may be specified in the related terms document). In
the case of any tranche of Class C Notes, no amounts on deposit in a
Principal Funding sub-Account or, if applicable, a Class C Reserve sub-
Account for any such tranche will be applied to pay principal of that
tranche or to make a payment under a Derivative Agreement with respect
to principal of that tranche in excess of the highest Outstanding
Dollar Principal Amount of that tranche (or, in the case of foreign
currency notes, such other amount that may be specified in the related
terms document).
Section 3.16. Calculation of Nominal Liquidation Amount. On
or prior to each Transfer Date, the Issuer shall calculate the Nominal
Liquidation Amount of each tranche of Outstanding Notes in the
MBNAseries which shall be the following amount:
(a) as of the date of issuance of such tranche of Notes, the
Initial Dollar Principal Amount of such tranche of Notes; and
(b) thereafter, the sum of, without duplication:
(i) the Nominal Liquidation Amount of such tranche of
Notes immediately after the prior date of determination; plus
(ii) with respect to any tranche of Discount Notes, the
aggregate amount of any accretions of principal on that tranche
paid to the Master Trust for investment in the Investor Interest
pursuant to Section 3.17(a) since the prior date of
determination; plus
(iii) the aggregate amount withdrawn from the Principal
Funding sub-Account pursuant to Section 3.14(e) for such tranche
since the prior date of determination; plus
(iv) such tranche's allocable share of all reimbursements
of its Nominal Liquidation Amount Deficit pursuant to Section
3.01(d) since the prior date of determination determined as set
forth in Section 3.06; minus
(v) such tranche's allocable share of all reallocations
of MBNAseries Available Principal Amounts pursuant to Section
3.07 since the prior date of determination, determined as set
forth in Section 3.09; minus
(vi) the amount of the reduction of the Nominal
Liquidation Amount of such tranche resulting from an allocation
of Investor Charge-Offs since the prior date of determination,
determined as set forth in Section 3.05; minus
(vii) the amount deposited in the applicable Principal
Funding sub-Account for such tranche (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on
that day) since the prior date of determination;
provided, however, that (1) the Nominal Liquidation Amount of a tranche
of Notes may never be less than zero, (2) the Nominal Liquidation
Amount of any tranche of Notes may never be greater than the
Outstanding principal amount of such tranche and (3) the Nominal
Liquidation Amount of any tranche of Notes that has caused a sale of
Receivables pursuant to Section 3.20 will be zero.
The Nominal Liquidation Amount for the MBNAseries will be the sum
of the Nominal Liquidation Amounts of all of the tranches of Notes of
the MBNAseries.
Section 3.17. Reinvestment in the Collateral Certificate.
(a) The amount of principal accreted on any tranche of Discount
Notes available pursuant to Section 3.13(c) will be paid to the Master
Trust to increase the Investor Interest of the Collateral Certificate.
(b) The portion of the Prefunding Excess Amount, if any,
withdrawn from the Principal Funding Account to be paid to the Master
Trust pursuant to Section 3.14(e) will be paid to the Master Trust to
increase the Investor Interest of the Collateral Certificate.
Section 3.18. Netting of Deposits and Payments. The Issuer,
in its sole discretion, may make all deposits to Interest Funding sub-
Accounts and Principal Funding sub-Accounts pursuant to Sections 3.02
and 3.10 with respect to any Monthly Period net of, and after giving
effect to, (a) all reallocations to be made pursuant to Section 3.07,
(b) all payments to be made to Derivative Counterparties pursuant to
Sections 3.13 and 3.14, (c) all reinvestments in the Investor Interest
of the Collateral Certificate to be made pursuant to Section 3.17 and
(d) all payments to the Issuer pursuant to Section 3.07(f).
Section 3.19. Pro rata Payments within a Tranche. All
payments of principal, interest or other amounts to Holders of the
Notes of a single tranche will be made pro rata based on the Stated
Principal Amount of their Notes.
Section 3.20. Sale of Receivables for Accelerated Notes.
(a) If a tranche of Notes has been accelerated pursuant
to Section 702 of the Indenture following an Event of Default,
the Indenture Trustee may, and at the direction of the Majority
Holders of that tranche of Notes will, cause the Master Trust to
sell Principal Receivables and the related Finance Charge
Receivables (or interests therein) in an amount up to the Nominal
Liquidation Amount of the affected tranche plus any accrued, past
due and additional interest on the affected tranche.
(ii) Such a sale will be permitted only if at least one of
the following conditions is met:
(A) the Holders of 90% of the aggregate Outstanding
Dollar Principal Amount of the accelerated tranche of Notes
consent; or
(B) the net proceeds of such sale (plus amounts on
deposit in the applicable sub-Accounts and payments to be
received from any applicable Derivative Agreement) would be
sufficient to pay all amounts due on the accelerated
tranche of Notes; or
(C) if the Indenture Trustee determines that the
funds to be allocated to the accelerated Notes, including
(1) MBNAseries Available Funds and MBNAseries Available
Principal Amounts allocable to the accelerated tranche of
Notes, (2) payments to be received from any applicable
Derivative Agreement and (3) amounts on deposit in the
applicable sub-Accounts, may not be sufficient on any
ongoing basis to make payments on the accelerated tranche
of Notes as such payments would have become due if such
obligations had not been declared due and payable, and 66?%
of the Holders of the accelerated tranche of Notes consent
to the sale.
(iii) In the case of an acceleration of a tranche of Notes
of a subordinated class, if the provisions of Section 3.15 would
prevent the payment of the accelerated tranche of subordinated
Notes, such sale will be delayed until a level of prefunding of
the Principal Funding sub-Accounts for the senior classes of
Notes of that series has been reached such that the amount of
such accelerated tranche is no longer required to provide
subordination for the senior classes of Notes.
(b) If the Nominal Liquidation Amount with respect to any
tranche of Notes is greater than zero on its Legal Maturity Date (after
giving effect to any adjustments, deposits and distributions otherwise
to be made on that Legal Maturity Date), the Issuer will cause the
Master Trust to sell Principal Receivables and the related Finance
Charge Receivables (or interests therein) on that Legal Maturity Date
in an amount up to the Nominal Liquidation Amount of the affected
tranche plus any accrued, past due and additional interest on the
affected tranche.
(c) Sales proceeds received with respect to a tranche of Notes
received pursuant to clause (a) or (b) will be allocated in the
following priority:
(i) first, to be deposited in the Principal Funding sub-
Account for that tranche of Notes, an amount up to the amount
that would be necessary to increase the aggregate amount on
deposit in such sub-Account to the principal amount for such
tranche of Notes (notwithstanding any limitation in Section 3.10
to the contrary); and
(ii) second, to be deposited in the Interest Funding sub-
Account of that tranche of Notes, the balance of such sales
proceeds.
(d) Any amount remaining on deposit in the Interest Funding
sub-Account for a tranche of Notes that has caused a sale of
Receivables pursuant to this Section 3.20 after final payment thereof
pursuant to Section 503 of the Indenture will be treated as MBNAseries
Available Funds.
Section 3.21. DO NOT DELETE.
Section 3.21. Calculation of Prefunding Target Amount.
(a) With respect to all tranches of Class A Notes, the
Prefunding Target Amount means the greater of the amount computed under
clause (i) or (ii) for the applicable Monthly Period:
(i) The Prefunding Target Amount for tranches of Class A
Notes with respect to Class B Notes for any day during any
Monthly Period is equal to an amount, not less than zero, equal
to the product of (x) the aggregate Adjusted Outstanding Dollar
Principal Amount of Class A Notes as of the end of the preceding
Monthly Period (taking into consideration any deposits or
withdrawals to be made on the related Transfer Date) times
(y) one minus a fraction (which shall not exceed one) the
numerator of which is the aggregate Adjusted Outstanding Dollar
Principal Amount of all tranches of Outstanding Class B Notes
(other than tranches which have (A) had Early Redemption Events
or other mandatory or optional redemption events in which such
tranches are to be redeemed in full in or with respect to any
preceding Monthly Period, (B) had Events of Default in or with
respect to any preceding Monthly Period, or (C) reached or are
expected to reach their final or only Expected Principal Payment
Date in or with respect to that Monthly Period or earlier Monthly
Periods) and the denominator of which is the aggregate amount of
the Class A Required Subordinated Amount of Class B Notes for all
tranches of Class A Notes of which are Outstanding as of the end
of the preceding Monthly Period (taking into consideration any
deposits or withdrawals to be made on the related Transfer Date).
(ii) The Prefunding Target Amount for tranches of Class A
Notes with respect to Class C Notes for any day during any
Monthly Period is equal to an amount, not less than zero, equal
to the product of (x) the aggregate Adjusted Outstanding Dollar
Principal Amount of Class A Notes as of the end of the preceding
Monthly Period (taking into consideration any deposits or
withdrawals to be made on the related Transfer Date) times (y)
one minus a fraction (which shall not exceed one) the numerator
of which is the aggregate Adjusted Outstanding Dollar Principal
Amount of all tranches of Outstanding Class C Notes (other than
tranches which have (A) had Early Redemption Events or other
mandatory or optional redemption events in which such tranches
are to be redeemed in full in or with respect to any preceding
Monthly Period, (B) had Events of Default in or with respect to
any preceding Monthly Period, or (C) reached or are expected to
reach their final or only Expected Principal Payment Date in or
with respect to that Monthly Period or earlier Monthly Periods)
and the denominator of which is the aggregate amount of the Class
A Required Subordinated Amount of Class C Notes for all tranches
of Class A Notes which are Outstanding as of the end of the
preceding Monthly Period (taking into consideration any deposits
or withdrawals to be made on the related Transfer Date).
(b) With respect to all tranches of Class B Notes, the
Prefunding Target Amount means with respect to Class C Notes for any
day during any Monthly Period an amount, not less than zero, equal to
the product of (x) the aggregate Adjusted Outstanding Dollar Principal
Amount of Class B Notes as of the end of the preceding Monthly Period
(taking into consideration any deposits or withdrawals to be made on
the related Transfer Date) times (y) one minus a fraction (which shall
not exceed one) the numerator of which is the aggregate Adjusted
Outstanding Dollar Principal Amount of all tranches of Outstanding
Class C Notes (other than tranches which have (A) had Early Redemption
Events or other mandatory or optional redemption events in which such
tranches are to be redeemed in full in or with respect to any preceding
Monthly Period, (B) had Events of Default in or with respect to any
preceding Monthly Period, or (C) reached or are expected to reach their
final or only Expected Principal Payment Date in or with respect to
that Monthly Period or earlier Monthly Periods) and the denominator of
which is the aggregate amount of the Class B Required Subordinated
Amount of Class C Notes for all tranches of Class B Notes which are
Outstanding as of the end of the preceding Monthly Period (taking into
consideration any deposits or withdrawals to be made on the related
Transfer Date).
(c) On any day during any Monthly Period on which the
Prefunding Target Amount for any tranche of senior notes first exceeds
zero, the Issuer will notify the Master Trust pursuant to Section 4.09
of the Series 2001-D Supplement of such event.
Section 3.22. DO NOT DELETE
Section 3.22. Targeted Deposits to the Class C Reserve
Account.
(a) The aggregate deposit targeted to be made to the Class C
Reserve Account with respect to each Transfer Date is an amount equal
to the sum of Class C Reserve sub-Account deposits, if any, targeted to
be made for each specified tranche of Class C Notes. The amount of any
such deposit, the aggregate amount targeted to be on deposit after
giving effect to any such deposit and the circumstances that require
that a deposit be made will be set forth in the terms document for such
tranche of Class C Notes. Unless another time is specified for making
such deposits in the terms document for each such tranche of Class C
Notes, these deposits will be made on each Transfer Date.
(b) If the amount of funds available for a Transfer Date
pursuant to Section 3.01(f) is at least equal to the aggregate amount
of the deposits targeted by clause (a) above, then the full amount of
each such deposit will be made.
(c) If the amount of funds available for a Transfer Date
pursuant to Section 3.01(f) is less than the aggregate amount of
deposits targeted by clause (a) above, then the amount available will
be allocated to each tranche of Class C Notes to the extent of its
targeted deposit to the applicable Class C Reserve sub-Account pro rata
based on the ratio of the Weighted Average Available Funds Allocation
Amount for such tranche of Class C Notes for the related Monthly Period
to the Weighted Average Available Funds Allocation Amount for all Class
C Notes for the related Monthly Period that have a targeted deposit to
its Class C Reserve sub-Account; provided, however, that any excess
identified in this clause (c), including in the application of this
proviso, will be allocated to each tranche of Class C Notes which has a
remaining targeted deposit to its Class C Reserve sub-Account up to the
amount of such remaining targeted deposit pro rata (based on the ratio
of Weighted Average Available Funds Allocation Amount for such tranche
of Class C Notes for the related Monthly Period to the Weighted Average
Available Funds Allocation Amount for all Class C Notes with a
remaining targeted deposit for the related Monthly Period).
Section 3.23. DO NOT DELETE
Section 3.23. Withdrawals from the Class C Reserve
Account. Withdrawals for any tranche of Class C Notes will be made
from the applicable Class C Reserve sub-Account as specified below.
(a) Payments of Interest; Payments with Respect to Derivative
Agreements for Interest, Accretion on Discount Notes. If the amount on
deposit in the Interest Funding sub-Account for any tranche of Class C
Notes is insufficient to pay in full the amounts for which withdrawals
are required under Section 3.13, on the Transfer Date immediately
preceding the date of such payment an amount equal to that deficiency
will be withdrawn from the Class C Reserve sub-Account for such tranche
and deposited into that Interest Funding sub-Account.
(b) Payments of Principal; Payments with Respect to Derivative
Agreements for Principal. If, on and after the earliest to occur of
(i) the date on which any tranche of Class C Notes are accelerated
pursuant to Section 702 of the Indenture following an Event of Default
with respect to such tranche, (ii) any date on or after the Transfer
Date immediately preceding the Expected Principal Payment Date on which
the amount on deposit in the Principal Funding sub-Account for any
tranche of Class C Notes plus the aggregate amount on deposit in the
Class C Reserve sub-Account for such tranche of the Class C Notes
equals or exceeds the Outstanding Dollar Principal Amount of such Class
C Notes and (iii) the Legal Maturity Date for any tranche of Class C
Notes, the amount on deposit in the Principal Funding sub-Account for
any tranche of Class C Notes is insufficient to pay in full the amounts
for which withdrawals are required under Section 3.14, an amount equal
to that deficiency will be withdrawn from that Class C Reserve sub-
Account for such tranche and deposited into that Principal Funding sub-
Account on the Transfer Date before the date of the applicable
withdrawal required pursuant to Section 3.14.
(c) Withdrawal of Excess Amounts. If on any Transfer Date with
respect to which no Class C Notes have been accelerated, the aggregate
amount on deposit in the Class C Reserve Account exceeds the amount
required to be on deposit in the Class C Reserve Account, the amount of
such excess will be withdrawn from the Class C Reserve Account and
first, allocated among and deposited to the Class C Reserve sub-Account
of the tranches of Class C Notes in the manner, order and priority set
forth in Section 3.22(c), and then, paid to the Issuer. Upon payment
in full of any tranche of Class C Notes, any amount on deposit in the
applicable Class C Reserve sub-Account will be applied in accordance
with the preceding sentence.
Section 3.24. DO NOT DELETE
Section 3.24. Targeted Deposits to the Accumulation
Reserve Account.
(a) The aggregate deposit targeted to be made to the
Accumulation Reserve Account with respect to each Monthly Period is an
amount equal to the sum of Accumulation Reserve sub-Account deposits,
if any, targeted to be made for each specified tranche of Notes. The
amount of any such deposit, the aggregate amount targeted to be on
deposit after giving effect to any such deposit and the circumstances
that require that a deposit be made will be set forth in the terms
document for such tranche of Notes. Unless another time is specified
for making such deposits in the terms document for each such tranche of
Notes, these deposits will be made on each Transfer Date.
(b) If the amount of funds available for a Monthly Period
pursuant to Section 3.01(e) is at least equal to the aggregate amount
of the deposits targeted by clause (a) above, then the full amount of
each such deposit will be made.
(c) If the amount of funds available for a Monthly Period
pursuant to Section 3.01(e) is less than the aggregate amount of
deposits targeted by clause (a) above, then the amount available will
be allocated to each tranche of Notes to the extent of its targeted
deposit to the applicable Accumulation Reserve sub-Account pro rata
based on the ratio of the Weighted Average Available Funds Allocation
Amount for such tranche of Notes for such Monthly Period to the
Weighted Average Available Funds Allocation Amount for all tranches of
Notes that have a targeted deposit to its Accumulation Reserve sub-
Account for such Monthly Period; provided, however, that any excess
identified in this clause (c), including in the application of this
proviso, will be allocated to each tranche of Notes which has a
remaining targeted deposit to its Accumulation Reserve sub-Account up
to the amount of such remaining targeted deposit pro rata based on the
ratio of Weighted Average Available Funds Allocation Amount for such
tranche of Notes for such Monthly Period to the Weighted Average
Available Funds Allocation Amount for all tranches of Notes with a
remaining targeted deposit for such Monthly Period.
Section 3.25. DO NOT DELETE
Section 3.25. Withdrawals from the Accumulation Reserve
Account. Withdrawals for any tranche of Notes will be made from the
applicable Accumulation Reserve sub-Account as specified below.
(a) Interest. On or prior to each Transfer Date, the Issuer
will calculate the PFA Accumulation Earnings Shortfall (if any) for the
Principal Funding sub-Account for each tranche of Notes. If there is
any PFA Accumulation Earnings Shortfall for any Principal Funding sub-
Account for that Transfer Date for any tranche of Notes, the Issuer
will withdraw such amount from the applicable Accumulation Reserve sub-
Account, to the extent available, for treatment as MBNAseries Available
Funds for such Monthly Period.
(b) Payment to Issuer. If on any Transfer Date the aggregate
amount on deposit in the Accumulation Reserve Account exceeds the
amount required to be on deposit in the Accumulation Reserve Account,
the amount of such excess will be withdrawn from the Accumulation
Reserve Account and paid to the Issuer.
Section 3.26. DO NOT DELETE
Section 3.26. Computation of Interest.
(a) Unless otherwise provided as contemplated in Section 301 of
the Indenture, (i) interest on the Notes computed at a fixed rate will
be calculated on the basis of a 360-day year of twelve 30-day months
and (ii) interest on Notes computed on the basis of a floating or
periodic rate will be calculated on the basis of a 360-day year for the
actual number of days elapsed.
(b) Unless otherwise specified in this Indenture Supplement or
the applicable terms document, interest for any period will be
calculated from and including the first day of such period, to but
excluding the last day of such period.
Section 3.27. DO NOT DELETE
Section 3.27. Excess Available Funds Sharing.
(a) Shared Excess Available Funds allocable to the MBNAseries
on any Transfer Date shall be treated as MBNAseries Available Funds for
such Transfer Date.
(b) Shared Excess Available Funds allocable to the MBNAseries
with respect to any Transfer Date shall mean an amount equal to the
Series Available Funds Shortfall, if any, with respect to the
MBNAseries for such Transfer Date; provided, however, that if the
aggregate amount of Shared Excess Available Funds for all Excess
Available Funds Sharing Series in Excess Available Funds Sharing Group
One for such Transfer Date is less than the Aggregate Series Available
Funds Shortfall for such Transfer Date, then Shared Excess Available
Funds allocable to the MBNAseries on such Transfer Date shall equal the
product of (i) Shared Excess Available Funds for all Excess Available
Funds Sharing Series in Excess Available Funds Sharing Group One for
such Transfer Date and (ii) a fraction, the numerator of which is the
Series Available Funds Shortfall with respect to the MBNAseries for
such Transfer Date and the denominator of which is the Aggregate Series
Available Funds Shortfall for all Excess Available Funds Sharing Series
in Excess Available Funds Sharing Group One for such Transfer Date.
[END OF ARTICLE III]
ARTICLE IV
Early Redemption of Notes
Section 4.01. Early Redemption Events.
(a) In addition to the events identified as Early Redemption
Events in Section 1201 of the Indenture, if for any month the amount of
Excess Available Funds averaged over the three preceding Monthly
Periods is less than the Required Excess Available Funds for such
month, an "Early Redemption Event" with respect to the MBNAseries Notes
will be deemed to have occurred.
(b) In addition, the terms document for any tranche of Notes
may list additional events which are "Early Redemption Events" with
respect to such tranche of Notes.
[END OF ARTICLE IV]
ARTICLE V
Accounts and Investments
Section 5.01. Accounts.
(a) On or before the Closing Date, the Indenture Trustee will
cause to be established and maintained four Qualified Accounts
denominated as follows: the "Interest Funding Account," the "Principal
Funding Account," the "Accumulation Reserve Account" and the "Class C
Reserve Account" in the name of the Indenture Trustee, bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the MBNAseries Noteholders (or, in the case of
the Class C Reserve Account, for the benefit of the Class C
Noteholders). The Interest Funding Account, the Principal Funding
Account, the Accumulation Reserve Account and the Class C Reserve
Account constitute Supplemental Accounts and shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
MBNAseries Noteholders (or, in the case of the Class C Reserve Account,
for the benefit of the Class C Noteholders). If, at any time, the
institution holding either the Interest Funding Account, the Principal
Funding Account, the Accumulation Reserve Account or the Class C
Reserve Account ceases to be a Qualified Institution, the Issuer will
within ten (10) Business Days (or such longer period, not to exceed
thirty (30) calendar days, as to which each Note Rating Agency may
consent) establish a new Interest Funding Account, Principal Funding
Account, Accumulation Reserve Account or Class C Reserve Account, as
the case may be, that is a Qualified Account and shall transfer any
cash and/or investments to such new Interest Funding Account, Principal
Funding Account, Accumulation Reserve Account or Class C Reserve
Account, as the case may be. From the date such new Interest Funding
Account, Principal Funding Account, Accumulation Reserve Account or
Class C Reserve Account is established, it will be the "Interest
Funding Account," "Principal Funding Account," "Accumulation Reserve
Account" or "Class C Reserve Account," as the case may be. Each
tranche of Notes will have its own sub-Account within the Interest
Funding Account, the Principal Funding Account, the Accumulation
Reserve Account and the Class C Reserve Account. The Interest Funding
Account, the Principal Funding Account, the Accumulation Reserve
Account and the Class C Reserve Account will receive deposits pursuant
to Article III.
(b) Notwithstanding any provision of Section 403(a) of the
Indenture to the contrary, any prefunded amounts on deposit in the
Principal Funding Account will be invested in Permitted Investments
that will mature no later than the following Business Day.
(c) All payments to be made from time to time by the Indenture
Trustee to Noteholders out of funds in the Interest Funding Account,
the Principal Funding Account, the Accumulation Reserve Account or the
Class C Reserve Account pursuant to this Indenture Supplement will be
made by the Indenture Trustee to the Paying Agent not later than 12:00
noon on the applicable Interest Payment Date or Principal Payment Date
but only to the extent of available funds in the applicable sub-Account
or as otherwise provided in Article III.
(d) 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 Class C Reserve Account will be
retained in the Class C Reserve Account (to the extent that the sum of
the amount on deposit in the Class C Reserve Account with respect to
the related Monthly Period is less than the required balance for the
Class C Reserve Account for that Monthly Period) and the excess, if
any, will be paid to the Issuer.
[END OF ARTICLE V]
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture Supplement to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day
and year first above written.
MBNA CREDIT CARD MASTER NOTE TRUST,
By: MBNA AMERICA BANK, NATONAL
ASSOCIATION, as Beneficiary and not in
its individual capacity
By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Title: VICE PRESIDENT
THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity
By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: ASSISTANT TREASURER
STATE OF DELAWARE )
) ss:
COUNTY OF CASTLE )
On this __ day of ______, 200_, before me personally came
______________, a _________ of ____________, to me known to be the
person described in and who executed the foregoing instrument, and duly
acknowledged that [he][she] executed the same for the purposes therein
contained, and acknowledged the same to be [his][her] free act and
deed.
_____________________________
Name
_____________________________
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On [ ], [ ], before me personally came [ ], to me known,
who, being by me duly sworn, did depose and say that [he][she] resides
at [ ]; that [he][she] is of The Bank of New York, one of the parties
described in and which executed the above instrument; that [he][she]
knows the corporate seal of said corporation; that the seal affixed to
that instrument is such corporate seal; that it was affixed by
authority of the board of directors of the corporation; and that
[he][she] signed his name thereto by like authority.
_______________________
Name
_______________________
[Notarial Seal]INDENTURE SUPPLEMENT
EXHIBIT A-1
[FORM OF] CLASS A NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS
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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS
AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE
ISSUER, MBNA AMERICA BANK, NATIONAL ASSOCIATION OR THE MASTER
TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, MBNA
AMERICA BANK, NATIONAL ASSOCIATION OR THE MASTER TRUST, OF, ANY
BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS
RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND
EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE
ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
NOTES AS INDEBTEDNESS OF MBNA AMERICA BANK, NATIONAL ASSOCIATION
FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.
REGISTERED up to
$_________
No. __ CUSIP
NO. __________
MBNA CREDIT CARD MASTER NOTE TRUST
[Floating Rate]
MBNASERIES CLASS A NOTE
MBNA Credit Card Master Note Trust, a statutory business trust
created under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, subject to the following provisions, a
principal sum of _______________________ payable on the __________ ____
Payment Date (the "Expected Principal Payment Date"), except as
otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and
payable on the _________ ____ Payment Date (the "Legal Maturity Date").
Interest will accrue on this Note at the rate of _____ and shall be due
and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the
first Transfer Date, from the date of issuance of this Note) to but
excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day
year [of twelve 30-day months] [and the actual number of days elapsed].
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not in its individual capacity
By:
Name:
Title:
Date: _______ __, 2001
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture Trustee
By:
Name:
Title:
Date: __________ __, 2001
[REVERSE OF NOTE]
This Note is one of the Notes of a duly authorized issue of Notes
of the Issuer, designated as its [Floating Rate] Asset Backed Notes
(herein called the "Notes"), all issued under an Indenture dated as of
May 24, 2001 (such indenture, as supplemented or amended, is herein
called the "Indenture"), as supplemented by an Indenture Supplement
dated as of May 24, 2001 (the "Indenture Supplement"), between the
Issuer and The Bank of New York, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.
The Class B Notes and the Class C Notes will also be issued under
the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on the Expected Principal
Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of
Default relating solely to the non-payment of interest on the Notes
shall have occurred and be continuing and the Indenture Trustee or the
Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 702 of
the Indenture; provided, however, that such acceleration of the entire
unpaid principal amount of the Notes may be rescinded by the holders of
not less than a majority of the Outstanding Amount of the Notes. All
principal payments on the Notes shall be made pro rata to the
Noteholders entitled thereto.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of any tranche of Notes is reduced to less
than 5% of its Initial Dollar Principal Amount, the Issuer has the
right, but not the obligation, to redeem such tranche of Notes in whole
but not in part, pursuant to Section 1202 of the Indenture. The
redemption price will be an amount equal to the Outstanding principal
amount of such tranche, plus interest accrued and unpaid or principal
accreted and unpaid on such tranche to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary, on behalf of the Trust, may from time to time issue, or
direct the Owner Trustee, on behalf of the Trust, to issue, one or more
series, classes or tranches of Notes.
On each Payment Date, the Paying Agent shall distribute to each
Class A Noteholder of record on the related Record Date (except for the
final distribution with respect to this Note) such Class A Noteholder's
pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest and
principal on the Class A Notes. Final payments of this Note will be
made only upon presentation and surrender of this Note at the office or
offices therein specified.
[Payments of interest on this Note due and payable on each
Payment Date, together with the installment of principal, if any, to
the extent not in full payment of this Note, shall be made by check
mailed to the Person whose name appears as the Registered Holder of
this Note (or one or more Predecessor Notes) on the Note Register as of
the close of business on each Record Date, except that with respect to
Notes registered on the Record Date in the name of the nominee of the
clearing agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears on
the Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in
the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the
then remaining unpaid principal amount of this Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed within five
days of such Payment Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the
Indenture Trustee's principal Corporate Trust Office or at the office
of the Indenture Trustee's agent appointed for such purposes located in
the City of New York. On any payment of interest or principal being
made, details of such payment shall be entered by the Indenture Trustee
on behalf of the Issuer in Schedule A hereto.]
[As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note may be registered on the
Note Register upon surrender of this Note for registration of transfer
at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed
by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or
the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of
this Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.]
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and
agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the
Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against
(i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such
Noteholder that it will not at any time institute against MBNA, the
Master Trust or the Issuer, or join in any institution against MBNA,
the Master Trust or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes,
the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Note (as
of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer,
the Indenture Trustee nor any such agent shall be affected by notice to
the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes
under the Indenture at any time by the Issuer with the consent of the
Holders of Notes representing not less than a majority of the
Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf
of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations therein
set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, place, and rate, and in the
coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being
understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the
Indenture Supplement in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or
in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of
assignee
FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers
Unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
SCHEDULE A
PART I
INTEREST PAYMENTS
Interest
Payment Date-Date of
Payment-Total Amount
of Interest
Payable-Amount of
Interest Paid-Confirmation of
payment by or on
behalf of the Trust
----
First-__________-______________-____________-________________
Second-__________-______________-____________-________________
[continue numbering until the appropriate number of interest payment
dates for the Notes is reached]
PART II
PRINCIPAL PAYMENTS
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by
or on behalf of the Trust
---
_____________-_______________-______________-_____________________
_____________-_______________-______________-_____________________
---
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by
or on behalf of the Trust
---
_____________-_______________-______________-_____________________
_____________-_______________-______________-_____________________
---
[continue numbering until the appropriate number of installment dates
for the Notes is reached]
EXHIBIT A-2
[FORM OF] CLASS B NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS
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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS
AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY
INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER
TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND
EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE
ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
NOTES AS INDEBTEDNESS OF THE TRANSFEROR FOR APPLICABLE FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF
ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
REGISTERED up to
$_________
No. __ CUSIP
NO. __________
MBNA CREDIT CARD MASTER NOTE TRUST
[Floating Rate]
MBNASERIES CLASS B NOTE
MBNA Credit Card Master Note Trust, a statutory business trust
created under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, subject to the following provisions, a
principal sum of _______________________ payable on the __________ ____
Payment Date (the "Expected Principal Payment Date"), except as
otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and
payable on the _________ ____ Payment Date (the "Legal Maturity Date").
Interest will accrue on this Note at the rate of _______ and shall be
due and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the
first Transfer Date, from the date of issuance of this Note) to but
excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day
year [of twelve 30-day months] [and the actual number of days elapsed].
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not in its individual capacity
By:
Name:
Title:
Date: _______ __, 2001
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture Trustee
By:
Name:
Title:
Date: __________ __, 2001
[REVERSE OF NOTE]
This Note is one of the Notes of a duly authorized issue of Notes
of the Issuer, designated as its [Floating Rate] Asset Backed Notes
(herein called the "Notes"), all issued under an Indenture dated as of
May 24, 2001 (such indenture, as supplemented or amended, is herein
called the "Indenture"), as supplemented by an Indenture Supplement
dated as of May 24, 2001 (the "Indenture Supplement"), between the
Issuer and The Bank of New York, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.
The Class B Notes and the Class C Notes will also be issued under
the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on the Expected Principal
Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of
Default relating solely to the non-payment of interest on the Notes
shall have occurred and be continuing and the Indenture Trustee or the
Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 702 of
the Indenture; provided, however, that such acceleration of the entire
unpaid principal amount of the Notes may be rescinded by the holders of
not less than a majority of the Outstanding Amount of the Notes. All
principal payments on the Notes shall be made pro rata to the
Noteholders entitled thereto.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of any tranche of Notes is reduced to less
than 5% of its Initial Dollar Principal Amount, the Issuer has the
right, but not the obligation, to redeem such tranche of Notes in whole
but not in part, pursuant to Section 1202 of the Indenture. The
redemption price will be an amount equal to the Outstanding principal
amount of such tranche, plus interest accrued and unpaid or principal
accreted and unpaid on such tranche to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary, on behalf of the Trust, may from time to time issue, or
direct the Owner Trustee, on behalf of the Trust, to issue, one or more
series, classes or tranches of Notes.
On each Payment Date, the Paying Agent shall distribute to each
Class B Noteholder of record on the related Record Date (except for the
final distribution with respect to this Note) such Class B Noteholder's
pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest and
principal on the Class B Notes. Final payments of this Note will be
made only upon presentation and surrender of this Note at the office or
offices therein specified.
[Payments of interest on this Note due and payable on each
Payment Date, together with the installment of principal, if any, to
the extent not in full payment of this Note, shall be made by check
mailed to the Person whose name appears as the Registered Holder of
this Note (or one or more Predecessor Notes) on the Note Register as of
the close of business on each Record Date, except that with respect to
Notes registered on the Record Date in the name of the nominee of the
clearing agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears on
the Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in
the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the
then remaining unpaid principal amount of this Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed within five
days of such Payment Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the
Indenture Trustee's principal Corporate Trust Office or at the office
of the Indenture Trustee's agent appointed for such purposes located in
the City of New York. On any payment of interest or principal being
made, details of such payment shall be entered by the Indenture Trustee
on behalf of the Issuer in Schedule A hereto.]
[As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note may be registered on the
Note Register upon surrender of this Note for registration of transfer
at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed
by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or
the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of
this Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.]
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and
agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the
Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against
(i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such
Noteholder that it will not at any time institute against MBNA, the
Master Trust or the Issuer, or join in any institution against MBNA,
the Master Trust or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes,
the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Note (as
of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer,
the Indenture Trustee nor any such agent shall be affected by notice to
the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes
under the Indenture at any time by the Issuer with the consent of the
Holders of Notes representing not less than a majority of the
Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf
of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations therein
set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, place, and rate, and in the
coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being
understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the
Indenture Supplement in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or
in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of
assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
SCHEDULE A
PART I
INTEREST PAYMENTS
Interest
Payment Date-Date of
Payment-Total Amount
of Interest
Payable-Amount of
Interest Paid-Confirmation of
payment by or on
behalf of the Trust
----
First-__________-______________-____________-________________
Second-__________-______________-____________-________________
[continue numbering until the appropriate number of interest payment
dates for the Notes is reached]
PART II
PRINCIPAL PAYMENTS
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by
or on behalf of the Trust
---
_____________-_______________-______________-_____________________
_____________-_______________-______________-_____________________
---
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by
or on behalf of the Trust
---
_____________-_______________-______________-_____________________
_____________-_______________-______________-_____________________
---
[continue numbering until the appropriate number of installment dates
for the Notes is reached]
EXHIBIT A-3
[FORM OF] CLASS C NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS
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.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS
AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE
ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY
INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER
TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND
EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE
ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
NOTES AS INDEBTEDNESS OF THE TRANSFEROR FOR APPLICABLE FEDERAL,
STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF
ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.
REGISTERED up to
$_________
No. __ CUSIP
NO. __________
MBNA CREDIT CARD MASTER NOTE TRUST
[Floating Rate]
MBNASERIES CLASS C NOTE
MBNA Credit Card Master Note Trust, a statutory business trust
created under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, subject to the following provisions, a
principal sum of _______________________ payable on the __________ ____
Payment Date (the "Expected Principal Payment Date"), except as
otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and
payable on the _________ ____ Payment Date (the "Legal Maturity Date").
Interest will accrue on this Note at the rate of ____ and shall be due
and payable on each Interest Payment Date from the Monthly Interest
Accrual Date in the related Monthly Period (or, in the case of the
first Transfer Date, from the date of issuance of this Note) to but
excluding the first Monthly Interest Accrual Date after the end of that
Monthly Period. Interest will be computed on the basis of a 360-day
year [of twelve 30-day months] [and the actual number of days elapsed].
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
MBNA CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: MBNA AMERICA BANK, NATIONAL
ASSOCIATION, as Beneficiary and not in its individual capacity
By:
Name:
Title:
Date: _______ __, 2001
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture Trustee
By:
Name:
Title:
Date: __________ __, 2001
[REVERSE OF NOTE]
This Note is one of the Notes of a duly authorized issue of Notes
of the Issuer, designated as its [Floating Rate] Asset Backed Notes
(herein called the "Notes"), all issued under an Indenture dated as of
May 24, 2001 (such indenture, as supplemented or amended, is herein
called the "Indenture"), as supplemented by an Indenture Supplement
dated as of May 24, 2001 (the "Indenture Supplement"), between the
Issuer and The Bank of New York, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.
The Class B Notes and the Class C Notes will also be issued under
the Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on the Expected Principal
Payment Date in an amount described on the face hereof.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date.
Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of
Default relating solely to the non-payment of interest on the Notes
shall have occurred and be continuing and the Indenture Trustee or the
Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 702 of
the Indenture; provided, however, that such acceleration of the entire
unpaid principal amount of the Notes may be rescinded by the holders of
not less than a majority of the Outstanding Amount of the Notes. All
principal payments on the Notes shall be made pro rata to the
Noteholders entitled thereto.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of any tranche of Notes is reduced to less
than 5% of its Initial Dollar Principal Amount, the Issuer has the
right, but not the obligation, to redeem such tranche of Notes in whole
but not in part, pursuant to Section 1202 of the Indenture. The
redemption price will be an amount equal to the Outstanding principal
amount of such tranche, plus interest accrued and unpaid or principal
accreted and unpaid on such tranche to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary, on behalf of the Trust, may from time to time issue, or
direct the Owner Trustee, on behalf of the Trust, to issue, one or more
series, classes or tranches of Notes.
On each Payment Date, the Paying Agent shall distribute to each
Class C Noteholder of record on the related Record Date (except for the
final distribution with respect to this Note) such Class C Noteholder's
pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest and
principal on the Class C Notes. Final payments of this Note will be
made only upon presentation and surrender of this Note at the office or
offices therein specified.
[Payments of interest on this Note due and payable on each
Payment Date, together with the installment of principal, if any, to
the extent not in full payment of this Note, shall be made by check
mailed to the Person whose name appears as the Registered Holder of
this Note (or one or more Predecessor Notes) on the Note Register as of
the close of business on each Record Date, except that with respect to
Notes registered on the Record Date in the name of the nominee of the
clearing agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears on
the Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in
the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the
then remaining unpaid principal amount of this Note on a Payment Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed within five
days of such Payment Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the
Indenture Trustee's principal Corporate Trust Office or at the office
of the Indenture Trustee's agent appointed for such purposes located in
the City of New York. On any payment of interest or principal being
made, details of such payment shall be entered by the Indenture Trustee
on behalf of the Issuer in Schedule A hereto.]
[As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note may be registered on the
Note Register upon surrender of this Note for registration of transfer
at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed
by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or
the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of
this Note, but the transferor may be required to pay a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.]
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and
agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the
Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against
(i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and
agrees that by accepting the benefits of the Indenture that such
Noteholder that it will not at any time institute against MBNA, the
Master Trust or the Issuer, or join in any institution against MBNA,
the Master Trust or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes,
the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the Indenture Trustee may treat the Person in whose name this Note (as
of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer,
the Indenture Trustee nor any such agent shall be affected by notice to
the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes
under the Indenture at any time by the Issuer with the consent of the
Holders of Notes representing not less than a majority of the
Outstanding Amount of all Notes at the time Outstanding. The Indenture
also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf
of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations therein
set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, 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.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, place, and rate, and in the
coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection herewith or
therewith, against (i) the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or
agent of the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Owner Trustee or of any
successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being
understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the
Indenture Supplement in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or
in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of
assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
SCHEDULE A
PART I
INTEREST PAYMENTS
Interest
Payment Date-Date of
Payment-Total Amount
of Interest
Payable-Amount of
Interest Paid-Confirmation of
payment by or on
behalf of the Trust
----
First-__________-______________-____________-________________
Second-__________-______________-____________-________________
[continue numbering until the appropriate number of interest payment
dates for the Notes is reached]
PART II
PRINCIPAL PAYMENTS
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by
or on behalf of the Trust
---
_____________-_______________-______________-_____________________
_____________-_______________-______________-_____________________
---
Date of Payment-Total Amount Payable-Total Amount Paid-Confirmation of
payment by
or on behalf of the Trust
---
_____________-_______________-______________-_____________________
_____________-_______________-______________-_____________________
---
[continue numbering until the appropriate number of installment dates
for the Notes is reached]
EXHIBIT B
[FORM OF] MBNASERIES SCHEDULE TO PAYMENT INSTRUCTIONS
MBNA AMERICA BANK, NATIONAL ASSOCIATION
--
MBNA CREDIT CARD MASTER NOTE TRUST, MBNASERIES
MONTHLY PERIOD ENDING _________ __, ____
--
Capitalized terms used in this notice have their respective
meanings set forth in the Indenture and the Indenture Supplement.
Unless otherwise qualified, references herein to certain sections and
subsections are references to the respective sections and subsections
of the Indenture Supplement. This instruction is delivered pursuant to
Section 908 of the Indenture.
The Servicer does hereby instruct the Issuer to instruct the
Indenture Trustee, and the Issuer does hereby instruct the Indenture
Trustee, to make the following allocations and payments for the related
Monthly Period 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:
I. Allocations and Payments of MBNAseries Available Funds.
A. Allocation of MBNAseries Available Funds pursuant to Section
3.01, to be applied on each Transfer Date by the Indenture
Trustee in the following priority:
--Amount of targeted deposits paid to the Interest Funding Account
pursuant to Section 3.02-$__________
--Amount paid in respect of the MBNAseries Servicing Fee to the
Servicer....-$__________
--Amount paid in respect of any previously due and unpaid MBNAseries
Servicing Fee to the Servicer....-$__________
--Amount to be treated as MBNAseries Available Principal Amounts
pursuant to Section 3.07 in an amount equal to the MBNAseries Investor
Default Amount, if any....-$__________
--Amount to be treated as MBNAseries Available Principal Amounts
pursuant to Section 3.07 in an amount equal to the Nominal Liquidation
Amount Deficit, if any...-$__________
--Amount to make the target deposit to the Accumulation Reserve Account
pursuant to Section 3.24-$__________
--Amount to make the target deposit to the Class C Reserve Account
pursuant to Section 3.22, if any...-$__________
--Amount paid or deposited as required by the terms document of any
class or tranche of MBNAseries
Notes-$__________
--Amount to be treated as Shared Excess Available Funds for application
in accordance with Section 3.25...-$__________
--Amount to paid to the Issuer...-$__________
--Total...-$__________
B. Allocations of deposits to Interest Funding sub-Accounts pursuant
to Section 3.03:
-1.-Payments to Interest Funding sub-Accounts pursuant to Section
3.03:-
-a.-[Class/Tranche]-$__________
-b.-[Class/Tranche]-$__________
--Total-$__________
C. Payments and deposits pursuant to Section 3.04, to be received on
the following dates:
-1.-Withdrawals from the Class C Reserve Account deposited into the
applicable Interest Funding sub-Account on the related Transfer Date
pursuant to Section 3.23(a)...-$__________
-2.-As of the date of receipt, Receivables Sales Proceeds deposited in
the applicable Interest Funding sub-Account as of the date of receipt
by the Issuer...-$__________
D. Withdrawals from the Interest Funding Account pursuant to Section
3.13, to be made by the Indenture Trustee on the following dates:
-1.-Amount withdrawn from the applicable Interest Funding sub-Accounts
and remitted to the applicable Paying Agent on each Interest Payment
Date, with respect to each tranche of Dollar Notes ...-$__________
-2.-Amount withdrawn from the applicable Interest Funding sub-Accounts
and converted to the applicable foreign currency at the Spot Exchange
Rate and remitted to the applicable Paying Agent for Foreign Currency
Notes with a non-Performing Derivative Agreement....-$__________
-3.-Amount withdrawn from the applicable Interest Funding sub-Accounts
and invested in the Investor Interest of the Collateral Certificate on
each Principal Payment Date, with respect to each tranche of Discount
Notes ...-$__________
-4.-Amount withdrawn from the applicable Interest Funding sub-Accounts
and paid to the applicable Derivative Party as specified in the
applicable Derivative Agreement, with respect to each tranche of Notes
which has a Performing Derivative Agreement for interest...-$__________
-5.-Amount paid to the Issuer...-$__________
II. Allocations and Payments of MBNAseries.
A. Re-allocation of MBNAseries Available Principal Amounts pursuant
to Section 3.07(a) to be applied on the next Transfer Date by the
Indenture Trustee:
-1.-Reallocated Class C Principal Collections: ...-$__________
-2.-Reallocated Class B Principal Collections: ...-$__________
B. Targeted Deposits of MBNAseries Available Principal Amounts to
the Principal Funding Account pursuant to Section 3.10, to be
made by the Indenture Trustee on the following dates:
-1.-On the applicable Principal Payment Date prior to any payment, the
Nominal Liquidation Amount for the related tranche of Notes:-
-a.-[Class/Tranche]-$__________
-b.-[Class/Tranche]-$__________
--Total-$__________
-2.-In the applicable Principal Funding sub-Account for the related
tranche of Notes, the Controlled Accumulation Amount or the amount
specified in
Section 3.10(b)(ii):-
-a.-[Class/Tranche]-$__________
-b.-[Class/Tranche]-$__________
--Total-$__________
-3.-In the applicable Principal Funding sub-Account, the Prefunding
Target Amount for the MBNAseries on the related Transfer Date:-
-a.-[Class/Tranche]-$__________
-b.-[Class/Tranche]-$__________
--Total-$__________
-4.-In the case of an Event of Default, Early Redemption Event or other
optional or mandatory redemption, on the applicable Transfer Date, the
Nominal Liquidation Amount for the related tranche of Notes:-
-a.-[Class/Tranche]-$__________
-b.-[Class/Tranche]-$__________
--Total-$__________
C. Payments and deposits pursuant to Section 3.12, to be received on
the following dates:
-1.-Withdrawals from the Class C Reserve Account deposited into the
applicable Principal Funding sub-Account on the related Transfer Date
pursuant to Section 3.23(b)...-$__________
-2.-As of the date of receipt, Receivables Sales Proceeds received
pursuant to Section 3.20(c)(i) deposited in the applicable Principal
Funding sub-Account as of the date of receipt by the Issuer...-
$__________
D. Reallocations of deposits to Principal Funding sub-Accounts
pursuant to Section 3.11:
-1.-Payments to Principal Funding sub-Accounts pursuant to Section
3.11(b)(i) for the Class A Notes...-$__________
-2.-Payments to Principal Funding sub-Accounts pursuant to Section
3.11(b)(ii) for the Class B Notes...-$__________
-3.-Payments to Principal Funding sub-Accounts pursuant to Section
3.11(b)(iii) for the Class C Notes...-$__________
E. Withdrawals from the Principal Funding Account pursuant to
Section 3.14, to be made by the Indenture Trustee on the
following dates:
-1.-Amount withdrawn from the applicable Principal Funding sub-Accounts
and remitted to the applicable Paying Agent on each Principal Payment
Date, with respect to each tranche of Dollar Notes ...-$__________
-2.-Amount withdrawn from the applicable Principal Funding sub-Accounts
and paid to the applicable Derivative Party as specified in the
applicable Derivative Agreement, with respect to each tranche of Notes
which has a Performing Derivative Agreement for Principal...-
$__________
-3.-Dollar amount withdrawn from the applicable Principal Funding sub-
Accounts and converted to the applicable foreign currency at the Spot
Exchange Rate pursuant to the applicable Derivative Agreement, with
respect to each tranche of Notes which has a non-Performing Derivative
Agreement for principal...-$__________
-4.-Amount of Prefunding Excess Amount withdrawn from the Principal
Funding sub-Accounts and paid to the Master Trust to increase the
Investor Interest of the Collateral Certificate...-$__________
-5.-Amount withdrawn from the applicable Principal Funding sub-Accounts
on the Legal Maturity Date of any tranche and applied to pay principal
of that tranche or paid to the applicable Derivative Party for that
tranche as specified in the applicable Derivative Agreement.......-
$__________
-6.-Amount paid to the Issuer...-$__________
▇. ▇▇▇▇▇▇ of principal accreted on all tranches of Discount Notes
and paid to the Master Trust pursuant to Section 3.17(a) $__________
G. Allocations of reductions
H. from Investor Charge-Offs to the Nominal
Liquidation Amount of subordinated classes pursuant to Section 3.05:
-1.-Initial allocation of Investor Charge-Offs to each tranche of
Outstanding Notes...-$__________
--Class A-$__________
--Class B-$__________
--Class C-$__________
-2.-Amount reallocated to the Class C Notes, subject to the
restrictions set forth in Section 3.05(c)...-$__________
-3.-Amount reallocated to the Class B Notes, subject to the
restrictions set forth in Section 3.05(d)......-$__________
H. Net proceeds from sales of Receivables for Accelerated Notes
pursuant to
Section 3.20 $__________
III. Targeted deposits to, and withdrawals of funds on deposit from,
the Class C Reserve Account.
A. Targeted deposit to the Class C Reserve Account pursuant to Section
3.22(a):-
B. Deposits to the Class C Reserve sub-Accounts pursuant to Section
3.22: -
-1.-Sum of the Class C Reserve sub-Account deposits for each applicable
tranche of Outstanding Notes:-
-a.-[Tranche] -$__________
-b.-[Tranche] -$__________
--Total -$__________
C. Withdrawals from the Class C Reserve Account pursuant to Section
3.23:-
-1.-Amount withdrawn from the applicable Class C Reserve sub-Account
and deposited in the applicable Interest Funding sub-Account pursuant
to Section 3.23(a):-
-a.-Interest Funding sub-Account for [Tranche]-$__________
-b.-Interest Funding sub-Account for [Tranche]-$__________
--Total -$__________
-2.-Amount withdrawn from the Class C Reserve sub-Account and deposited
in the applicable Principal Funding sub-Account pursuant to Section
3.23(b):-
-a.-Principal Funding sub-Account for [Tranche]-$__________
-b.-Principal Funding sub-Account for [Tranche]-$__________
--Total -$__________
-3.-Amounts paid to the Issuer pursuant to Section 3.23(c).-$__________
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, _____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Servicer
By:
Name:
Title:
EXHIBIT C
[FORM OF] MBNASERIES SCHEDULE TO
MONTHLY NOTEHOLDERS' STATEMENT
Date: ______ __, ____
MBNA CREDIT CARD MASTER NOTE TRUST
MONTHLY PERIOD ENDING _______ __, ____
Reference is made to the Series 2001-D Supplement (the "Series
2001-D Supplement"), dated as of May __, 2001, between MBNA America
Bank, National Association, a national banking association (the
"Bank"), as Seller and Servicer, and The Bank of New York, as Trustee,
the Indenture (the "Indenture"), dated as of May __, 2001 and the
Indenture Supplement (the "Indenture Supplement"), dated as of May __,
2001, each between MBNA Credit Card Master Note Trust, as Issuer, and
The Bank of New York, as Indenture Trustee. Terms used herein and not
defined herein have the meanings ascribed to them in the Series 2001-D
Supplement, the Indenture and the Indenture Supplement, as applicable.
The following computations are prepared with respect to the
Transfer Date of _______ __, ____ and with respect to the performance
of the Trust during the related Monthly Period.
A. Targeted deposits to Interest Funding sub-Accounts:
Class/Tranche-Targeted Deposit to Interest Funding sub-Account for
applicable Monthly Period-Actual Deposit to Interest Funding sub-
Account for applicable Monthly Period-Shortfall from earlier Monthly
Periods-Interest Funding sub-account Balance prior to Withdrawals-
Interest Funding sub-Account Earnings
-----
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]
B. Interest to be paid on the corresponding Interest Payment Date:
Class/Tranche-Interest Payment Date-Interest Rate-Amount of interest to
be paid on corresponding Interest Payment Date-
----
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]
C. Targeted deposits to Class C Reserve sub-Accounts:
Tranche-Targeted Deposit to Class C Reserve sub-Account for applicable
Monthly Period-Actual Deposit to Class C Reserve sub-Account for
applicable Monthly Period-Class C Reserve sub-Account Balance on
Transfer Date prior to Withdrawals-Class C Reserve sub-Account Earnings
----
[Total:]
D. Withdrawals to be made from the C Reserve sub-Accounts on the
corresponding [Transfer Date]:
Tranche-Withdrawals
for
Interest-Withdrawals
for
Principal-Class C Reserve sub-Account Balance on Transfer Date after
Withdrawals--
-----
Class C Total:
E. Targeted deposits to Principal Funding sub-Accounts:
Class/Tranche-Targeted Deposit to Principal Funding sub-Account for
applicable Monthly Period-Actual Deposit to Principal Funding sub-
Account for applicable Monthly Period-Shortfall from earlier Monthly
Periods-Principal Funding sub-Account Balance on Transfer Date-
Principal Funding sub-Account Earnings
-----
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]
F. Principal to be paid on the corresponding Principal Payment Date:
Class/Tranche-Principal
Payment
Date-Amount of principal to be paid on corresponding Principal Payment
Date---
-----
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]
G. Stated Principal ▇▇▇▇▇▇, Outstanding Dollar Principal Amount and
Nominal Liquidation Amount as of the end of the prior Monthly Period:
Class/Tranche-Initial Dollar
Principal
Amount-Outstanding
Principal
Amount-Adjusted
Outstanding
Principal
Amount-
Nominal
Liquidation
Amount-
-----
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]
H. Class A Usage of Class B and Class C Subordinated Amounts:
Tranche-Class A Usage of Class B Subordinated Amount for this Monthly
Period-Class A Usage of Class C Subordinated Amount for this Monthly
Period-Cumulative Class A Usage of Class B Subordinated Amount-
Cumulative Class A Usage of Class C Subordinated Amount
----
[Total:]
I. Class B Usage of Class C Subordinated Amounts:
Tranche-Class B Usage of Class C Subordinated Amount for this Monthly
Period-Cumulative Class B Usage of Class C Subordinated Amount--
----
[Total:]
J. Reductions of and Increases to Nominal Liquidation Amount:
Class/ Tranche-Beginning Nominal Liquidation Amount -Increases from
accretions on Principal for Discount Notes-Increases from amounts
withdrawn from the Principal Funding sub-Account in respect of
Prefunding Excess Amount-Reimburse-ments from MBNAseries Available
Funds-Reductions due to reallocations of MBNAseriesAvailable Principal
Amounts-Reductions due to Investor Charge-Offs-Reductions due to
amounts on deposit in the Principal Funding sub-Account-Ending Nominal
Liquidation Amount
[Class A
Total:]
[Class B
Total:]
[Class C
Total:]
[Total:]
K. Early Redemption Event:
Current month Excess Available Funds-_____%-
Three month Excess Available Funds-_____%-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Monthly Noteholders' Statement this __th day of
__________, _____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Beneficiary of the MBNA
Credit Card Master Note Trust
and as Servicer of the MBNA
Master Credit Card Trust II
By: ______________________________
Name:
Title:
Article I
Definitions and Other Provisions of General Application
Section 1.01. Definitions 1
Section 1.02. Governing Law 12
Section 1.03. Counterparts 12
Section 1.04. Ratification of Indenture 12
Article II
The Notes
Section 2.01. Creation and Designation 13
Section 2.02. New Issuances of Notes 13
Section 2.03. Required Subordinated Amount Conditions to
Issuance of a Tranche of a Senior Class of
Notes 13
Article III
Allocations, Deposits and Payments
Section 3.01. Allocations of MBNAseries Available Funds 15
Section 3.02. Targeted Deposits to the Interest Funding
Account 15
Section 3.03. Allocations of MBNAseries Available Funds to
Interest Funding sub-Accounts 16
Section 3.04. Amounts to be Treated as MBNAseries Available
Funds; Payments Received from Derivative
Counterparties for Interest in Foreign
Currencies; Other Deposits to the Interest
Funding sub-Accounts 17
Section 3.05. Allocations of Reductions from Investor
Charge-Offs to the Nominal Liquidation Amount
of Subordinated Classes 18
Section 3.06. Allocations of Reimbursements of Nominal
Liquidation Amount Deficits 20
Section 3.07. Application of MBNAseries Available Principal
Amounts 20
Section 3.08. Allocation of Servicing Fee Shortfalls 22
Section 3.09. Computation of Reductions to the Nominal
Liquidation Amount of Subordinated Classes
from Reallocations of MBNAseries Available
Principal Amounts 22
Section 3.10. Targeted Deposits of MBNAseries Available
Principal Amounts to the Principal Funding
Account 24
Section 3.11. Allocations among Principal Funding sub-
Accounts 25
Section 3.12. Amounts to be Treated as MBNAseries Available
Principal Amounts; Payments Received from
Derivative Counterparties for Principal;
Other Deposits to Principal Funding sub-
Accounts 26
Section 3.13. Withdrawals from Interest Funding Account 27
Section 3.14. Withdrawals from Principal Funding Account 28
Section 3.15. Limit on Deposits to the Principal Funding
sub-Account of Subordinated Note; Limit on
Repayments of all Tranches 30
Section 3.16. Calculation of Nominal Liquidation Amount 31
Section 3.17. Reinvestment in the Collateral Certificate 32
Section 3.18. Netting of Deposits and Payments 32
Section 3.19. Pro rata Payments within a Tranche 32
Section 3.20. Sale of Receivables for Accelerated Notes 32
Section 3.21. Calculation of Prefunding Target Amount 33
Section 3.22. Targeted Deposits to the Class C Reserve
Account 34
Section 3.23. Withdrawals from the Class C Reserve Account 35
Section 3.24. Targeted Deposits to the Accumulation Reserve
Account 36
Section 3.25. Withdrawals from the Accumulation Reserve
Account 36
Section 3.26. Computation of Interest 37
Section 3.27. Excess Available Funds Sharing 37
Article IV
Early Redemption of Notes
Section 4.01. Early Redemption Events 38
Article V
Accounts and Investments
Section 5.01. Accounts 39
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/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages
following the Table of Contents/Authorities.
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