Exhibit 4.2 MBNA AMERICA BANK, NATIONAL ASSOCIATION Seller and Servicer and THE BANK OF NEW YORK Trustee on behalf of the Series 1999-G Certificateholders SERIES 1999-G SUPPLEMENT Dated as of July 29, 1999 to POOLING AND SERVICING AGREEMENT Dated as...

Exhibit  4.2


MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1999-G Certificateholders

SERIES 1999-G SUPPLEMENT
Dated as of July 29, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994

MBNA MASTER CREDIT CARD TRUST II
SERIES 1999-G
SERIES 1999-G SUPPLEMENT, dated as of July 29, 1999 (this
"Series Supplement"), by and between MBNA AMERICA BANK, NATIONAL
ASSOCIATION, a national banking association, as Seller and Servicer,
and THE BANK OF NEW YORK, as Trustee under the Pooling and Servicing
Agreement dated as of August 4, 1994 between MBNA America Bank,
National Association and the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing
the delivery by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and the
Trust shall create a new Series of Investor Certificates and shall
specify the Principal Terms thereof.
SECTION 1. Designation.  (a) There is hereby created a
Series of Investor Certificates to be issued in two classes pursuant to
the Agreement and this Series Supplement and to be known together as
the "Series 1999-G Certificates."  The two classes shall be designated
the Class A 6.35% Asset Backed Certificates, Series 1999-G (the "Class
A Certificates") and the Class B 6.60% Asset Backed Certificates,
Series 1999-G (the "Class B Certificates").  The Class A Certificates
and the Class B Certificates shall be substantially in the form of
Exhibits A-1 and A-2 hereto, respectively.  In addition, there is
hereby created a third Class of an uncertificated interest in the Trust
which shall be deemed to be an "Investor Certificate" for all purposes
under the Agreement and this Series Supplement, except as expressly
provided herein, and which shall be known as the Collateral Interest,
Series 1999-G (the "Collateral Interest").
(b)	Series 1999-G shall be included in Group One (as
defined below).  Series 1999-G shall not be subordinated to any other
Series.
(c)	The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the
benefits of the Agreement and this Series Supplement upon payment by
the Collateral Interest Holder of amounts owing on the Closing Date as
agreed to by the Seller and the Collateral Interest Holder.
Notwithstanding the foregoing, except as expressly provided herein, (i)
the provisions of Article VI and Article XII of the Agreement relating
to the registration, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates and the opinion
described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the
definition of Tax Opinion in Section 1.01 of the Agreement shall not be
applicable to the Collateral Interest, and (ii) the provisions of
Section 3.07 of the Agreement shall not apply to cause the Collateral
Interest to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Seller intends and, together
with the Collateral Interest Holder, agrees to treat the Collateral
Interest for federal, state and local income and franchise tax purposes
as representing an equity interest in the assets of the Trust.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern.  All Article, Section or subsection references herein shall
mean Articles, Sections or subsections of the Agreement, except as
otherwise provided herein.  All capitalized terms not otherwise defined
herein are defined in the Agreement.  Each capitalized term defined
herein shall relate only to the Investor Certificates and no other
Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes
of the definition of Group One Monthly Principal Payment as such term
is defined in each Supplement relating to Group One, the Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the
initial investor interests of all outstanding Series, and the
denominator of which is equal to the sum of (a) the Initial Investor
Interest, (b) the initial investor interests of all outstanding Series
(other than Series 1999-G) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
outstanding Series which are not allocating Shared Principal
Collections to other Series and are in their revolving periods;
provided, however, that this definition may be changed at anytime if
the Rating Agency Condition is satisfied.
"Accumulation Period Length" shall have the meaning
assigned such term in subsection 4.09(j).
"Accumulation Shortfall" shall initially mean zero and
shall thereafter mean, with respect to any Monthly Period during the
Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Monthly Period over the amount
deposited into the Principal Funding Account pursuant to subsections
4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) with respect to the Class A
Certificates, the Class B Certificates and the Collateral Interest,
respectively, for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to
any date of determination, an amount equal to the sum of (a) the Class
A Adjusted Investor Interest and (b) the Class B Adjusted Investor
Interest and (c) the Collateral Interest Adjusted Amount.
"Assignee" shall have the meaning specified in subsection
19(a).
"Aggregate Investor Default Amount" shall mean, with
respect to any Monthly Period, the sum of the Investor Default Amounts
in respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which
pursuant to Section 4.12 are required to fund the Class A Required
Amount and the Class B Required Amount, plus (c) the amount of Shared
Principal Collections with respect to Group One that are allocated to
Series 1999-G in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (after taking into account any interest
and earnings retained in the Reserve Account pursuant to subsection
4.15(b) on such date), but before giving effect to any deposit made or
to be made pursuant to subsection 4.11(i) to the Reserve Account on
such date), and (b) the Required Reserve Account Amount.
"Available Swap Reserve Fund Amount" shall mean, with
respect to any Transfer Date, the lesser of (a) the amount on deposit
in the Swap Reserve Fund on such date (after taking into account any
interest and earnings retained in the Swap Reserve Fund pursuant to
subsection 4.16(b) on such date), and (b) the Required Swap Reserve
Fund Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Minimum Monthly Interest, and the Net
Swap Payment, if any, each for the related Interest Period, less the
Net Swap Receipt, if any, deposited in the Finance Charge Account for
such Interest Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly Period, and the
denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Account Percentage" shall mean, with respect to
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class A Monthly Principal as of the
Record Date preceding the related Transfer Date and the denominator of
which is the aggregate amount on deposit in the Principal Funding
Account with respect to Class A Monthly Principal and Class B Monthly
Principal as of the Record Date preceding the related Transfer Date.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class A
Investor Interest minus the funds on deposit in the Principal Funding
Account (in an amount not to exceed the Class A Investor Interest) on
such date of determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) an amount equal to the
product of (i) the Class A Account Percentage and (ii) the Principal
Funding Investment Proceeds, if any, with respect to the related
Transfer Date, (c) amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the
related Transfer Date to be treated as Class A Available Funds pursuant
to subsections 4.15(b) and 4.15(d)(i), (d) the Net Swap Receipt, if
any, deposited in the Finance Charge Account with respect to such
Monthly Period and previously due but not paid Net Swap Receipts, if
any, deposited in the Finance Charge Account with respect to such
Monthly Period, (e) amounts, if any, to be withdrawn from the Swap
Reserve Fund which will be deposited into the Finance Charge Account on
the related Transfer Date pursuant to subsection 4.16(d), and (f)
amounts, if any, to be withdrawn from the Interest Reserve Account and
deposited into the Finance Charge Account on the related Transfer Date
pursuant to subsection 4.20(c).
"Class A Certificate Rate" shall mean 6.35% per annum,
calculated on the basis of a 360-day year consisting of twelve 30-day
months.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning
specified in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Class A Investor Interest as of the close
of business on the last day of the Revolving Period and the denominator
of which is equal to the Investor Interest as of the close of business
on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal
to the Adjusted Investor Interest as of the close of business on such
day; provided, however, that, with respect to the first Monthly Period,
the Class A Floating Allocation shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class A Certificates, which
is $637,500,000.
"Class A Investor Allocation" shall mean with respect to
any Monthly Period, (a) with respect to Default Amounts and Finance
Charge Receivables at any time and Principal Receivables during the
Revolving Period, the Class A Floating Allocation, and (b) with respect
to Principal Receivables during the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, the Class A
Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and
(b) the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) over Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.11(b) prior to such date of
determination; provided, however, that the Class A Investor Interest
may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Servicing Fee"  shall have the meaning specified
in subsection 3(a) of this Series Supplement.
"Class B Account Percentage" shall mean, with respect to
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class B Monthly Principal as of the
Record Date preceding the related Transfer Date and the denominator of
which is the aggregate amount on deposit in the Principal Funding
Account with respect to Class A Monthly Principal and Class B Monthly
Principal as of the Record Date preceding the related Transfer Date.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class B
Investor Interest minus the excess, if any, of the Principal Funding
Account Balance over the Class A Investor Interest on such date of
determination (such excess not to exceed the Class B Investor
Interest).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) an amount equal to the
product of (i) the Class B Account Percentage and (ii) the Principal
Funding Investment Proceeds, if any, with respect to the related
Transfer Date and (c) amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the
related Transfer Date to be treated as Class B Available Funds pursuant
to subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean 6.60% per annum,
calculated on the basis of a 360-day year consisting of twelve 30-day
months.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Seller and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning
specified in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Class B Investor Interest as of the close
of business on the last day of the Revolving Period and the denominator
of which is equal to the Investor Interest as of the close of business
on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last day
of the preceding Monthly Period and the denominator of which is equal
to the Adjusted Investor Interest as of the close of business on such
day; provided, however, that, with respect to the first Monthly Period,
the Class B Floating Allocation shall mean the percentage equivalent of
a fraction, the numerator of which is the Class B Initial Investor
Interest and the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class B Certificates, which
is $56,250,000.
"Class B Investor Allocation" shall mean with respect to
any Monthly Period, (a) with respect to Default Amounts and Finance
Charge Receivables at any time or Principal Receivables during the
Revolving Period, the Class B Floating Allocation, and (b) with respect
to Principal Receivables during the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, the Class B
Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and
(b) the Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a)
on all prior Transfer Dates for which the Collateral Interest Amount
has not been reduced, minus (e) an amount equal to the amount by which
the Class B Investor Interest has been reduced on all prior Transfer
Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount
of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(d) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below
zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified
in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean July 29, 1999.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Collateral Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, the
Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to
any Monthly Period, an amount equal to the Collateral Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified
in subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Allocation applicable for the related Monthly
Period.
"Collateral Fixed Allocation" shall mean with respect to
any Monthly Period following the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest Amount as of the
close of business on the last day of the Revolving Period and the
denominator of which is equal to the Investor Interest as of the close
of business on the last day of the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect
to any Monthly Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest Adjusted Amount as of the close of business on the
last day of the preceding Monthly Period and the denominator of which
is equal to the Adjusted Investor Interest as of the close of business
on such day; provided, however, that, with respect to the first Monthly
Period, the Collateral Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Collateral
Interest Initial Amount and the denominator of which is the Initial
Investor Interest.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive (i)
to the extent necessary to make the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of
Collections allocable thereto under the Agreement and this Series
Supplement, funds on deposit in the Collection Account allocable
thereto pursuant to the Agreement and this Series Supplement, and funds
on deposit in the Principal Funding Account or any other Series Account
(and any investment earnings thereon, net of investment expenses and
losses, if and to the extent specifically provided herein) allocable
thereto pursuant to the Agreement and this Series Supplement and (ii)
amounts available for payment to the Collateral Interest Holder
pursuant to subsection 4.11(j) and Sections 4.15, 4.16 and 4.19.
"Collateral Interest Adjusted Amount" shall mean, with
respect to any date of determination, an amount equal to the Collateral
Interest Amount minus the excess, if any, of the Principal Funding
Account Balance over the sum of the Class A Investor Interest and the
Class B Investor Interest on such date of determination (such excess
not to exceed the Collateral Interest Amount).
"Collateral Interest Amount" shall mean, an amount equal to
(a) the Collateral Interest Initial Amount, minus (b) the aggregate
amount of principal payments made to the Collateral Interest Holder
prior to such date, minus (c) the aggregate amount of Collateral
Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(c), minus (d) the amount of Reallocated Principal Collections
allocated pursuant to subsections 4.12(a) and (b) on all prior Transfer
Dates, minus (e) an amount equal to the amount by which the Collateral
Interest Amount has been reduced on all prior Transfer Dates pursuant
to subsections 4.10(a) and (b), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(h) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided
further, however, that the Collateral Interest Amount may not be
reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in writing by the Seller to the Trustee.
"Collateral Interest Initial Amount" shall mean
$56,250,000.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Minimum Monthly Interest" shall mean the
monthly interest distributable in respect of the Collateral Interest
Amount as calculated in accordance with subsection 4.06(c).
"Collateral Minimum Rate" shall mean, for any Interest
Period, the rate specified in the Transfer Agreement; provided,
however, that the Collateral Minimum Rate shall not exceed a rate of
1.00% per annum in excess of the London interbank offered rate for
one-month United States dollar deposits determined by the Trustee in
accordance with the Transfer Agreement.
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest Amount as
calculated in accordance with subsection 4.07(c).
"Controlled Accumulation Amount" shall mean for any
Transfer Date with respect to the Controlled Accumulation Period,
$62,500,000; provided, however, that if the Accumulation Period Length
is determined to be less than 12 months pursuant to subsection 4.09(j),
the Controlled Accumulation Amount for each Transfer Date with respect
to the Controlled Accumulation Period will be equal to (i) the product
of (x) the Initial Investor Interest and (y) the Accumulation Period
Factor for such Monthly Period divided by (ii) the Required
Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at
the close of business on June 30, 2003 or such later date as is
determined in accordance with subsection 4.09(j) and ending on the
first to occur of (a) a Pay Out Commencement Date and (b) the Series
1999-G Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for
such Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined as of
each Transfer Date with respect to the Controlled Accumulation Period
or the Rapid Accumulation Period and the first Transfer Date with
respect to the Rapid Amortization Period, equal to the sum of (a) the
product of (i) a fraction, the numerator of which is the actual number
of days in the related Interest Period, or, in the event the Interest
Rate Swap has been terminated, the numerator of which is 30, and, in
either case, the denominator of which is 360, times (ii) the Swap
Floating Rate, or, in the event the Interest Rate Swap has been
terminated, the Class A Certificate Rate, in either case, in effect
with respect to such Interest Period, times (iii) the aggregate amount
on deposit in the Principal Funding Account with respect to Class A
Monthly Principal as of the Record Date preceding such Transfer Date,
plus (b) one-twelfth of the product of (i) the Class B Certificate Rate
in effect with respect to such Interest Period times (ii) the aggregate
amount on deposit in the Principal Funding Account with respect to
Class B Monthly Principal as of the Record Date preceding such Transfer
Date.
"Credit Enhancement" shall mean (a) with respect to the
Class A Certificates, the subordination of the Class B Certificates and
the Collateral Interest, and (b) with respect to the Class B
Certificates, the subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum
of the Series Principal Shortfalls (as such term is defined in each of
the related Series Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Group One Monthly Principal Payment
for the Monthly Period relating to such date over the month to date
amount of Collections processed in respect of Principal Receivables for
such Monthly Period allocable to investor certificates of all
outstanding Series in Group One, not subject to reallocation, which are
on deposit or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean September 15, 1999 and the
fifteenth day of each calendar month thereafter, or if such fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if
any, specified pursuant to subsections 4.09(a)(v), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch IBCA, Inc. or its successors.
"Fixed Amount" shall mean, for any Transfer Date, an amount
equal to the fixed amount payable by the Swap Counterparty to the Trust
for such date pursuant to the Interest Rate Swap.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator
of which is the Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is the
greater of (a) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the
prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for
all outstanding Series on such date of determination; provided,
however, that with respect to any Monthly Period in which an Addition
Date occurs or in which a Removal Date occurs on which, if any Series
has been paid in full, Principal Receivables in an aggregate amount
approximately equal to the initial investor interest of such Series are
removed from the Trust, the denominator determined pursuant to clause
(a) hereof shall be (i) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior
Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal
Date and (ii) the aggregate amount of Principal Receivables in the
Trust as of the beginning of the day on the related Addition Date or
Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition
Date or Removal Date, for the period from and including the related
Addition Date or Removal Date to and including the last day of such
Monthly Period.
"Floating Amount" shall mean, for any Transfer Date, an
amount equal to the floating amount payable by the Trust to the Swap
Counterparty for such date pursuant to the Interest Rate Swap.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of
the preceding Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables in the Trust as of the close of business on the day
immediately preceding the Closing Date and with respect to the second
calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables as of the close of business on the last day of
the first calendar month in the first Monthly Period), and (b) the sum
of the numerators used to calculate the Investor Percentages (as such
term is defined in the Agreement) for allocations with respect to
Finance Charge Receivables, Default Amounts or Principal Receivables,
as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs or in which a Removal Date
occurs on which, if any Series has been paid in full, Principal
Receivables in an aggregate amount approximately equal to the initial
investor interest of such Series are removed from the Trust, the
denominator determined pursuant to clause (a) hereof shall be (i) the
aggregate amount of Principal Receivables in the Trust as of the close
of business on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date,
for the period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period.
"Group One" shall mean Series 1999-G and each other Series
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with
respect to any Monthly Period, for all Series in Group One (including
Series 1999-G) which are in an Amortization Period or Accumulation
Period (as such terms are defined in the related Supplements for all
Series in Group One), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related
Supplements for all Series in Group One), (b) the Controlled Deposit
Amount for the related Transfer Date for any Series in its Accumulation
Period, other than its Rapid Accumulation Period, if applicable (as
such terms are defined in the related Supplements for all Series in
Group One), (c) the Investor Interest as of the end of the prior
Monthly Period taking into effect any payments to be made on the
following Distribution Date for any Series in Group One in its
Principal Amortization Period or Rapid Amortization Period (as such
terms are defined in the related Supplements for all Series in Group
One), (d) the Adjusted Investor Interest as of the end of the prior
Monthly Period taking into effect any payments or deposits to be made
on the following Transfer Date and Distribution Date for any Series in
Group One in its Rapid Accumulation Period (as such terms are defined
in the related Supplements for all Series in Group One) , and (e) such
other amounts as may be specified in the related  Supplements for all
Series in Group One.
"Initial Investor Interest"  shall mean $750,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date (or in the case of the first Distribution Date, from
and including the Closing Date) through the day preceding such
Distribution Date.
"Interest Rate Swap" shall mean the ISDA Master Agreement,
together with the Schedule thereto, each dated as of the Closing Date
between the Trustee on behalf of the Trust and the Swap Counterparty,
as such Interest Rate Swap may be amended, modified or replaced.
"Interest Reserve Account" shall have the meaning specified
in subsection 4.19(g).
"Interest Reserve Account Event" shall have the meaning
specified in subsection 4.19(g).
"Investment Letter" shall have the meaning specified in
subsection 19(b).
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A
Certificate, (b) with respect to the Class B Certificates, the holder
of record of a Class B Certificate and (c) with respect to the
Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A
Certificates, the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of
(a) the Default Amount and (b) the Floating Investor Percentage on the
day such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral
Interest Amount, each as of such date.
"Investor Percentage" shall mean for any Monthly Period,
(a) with respect to Finance Charge Receivables and Default Amounts at
any time and Principal Receivables during the Revolving Period, the
Floating Investor Percentage and (b) with respect to Principal
Receivables during the Controlled Accumulation Period, the Rapid
Accumulation Period or the Rapid Amortization Period, the Fixed
Investor Percentage.
"Investor Principal Collections" shall mean, with respect
to any Monthly Period, the sum of (a) the aggregate amount deposited
into the Principal Account for such Monthly Period pursuant to
subsections 4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv),
4.05(c)(ii) or 4.05(d)(ii), in each case, as applicable to such Monthly
Period, (b) the aggregate amount to be treated as Investor Principal
Collections pursuant to subsections 4.09(a)(iv) and 4.11(a), (b), (c),
(d), (g) and (h) for such Monthly Period (other than such amount paid
from Reallocated Principal Collections), and (c) the aggregate amount
of Unallocated Principal Collections deposited into the Principal
Account pursuant to subsection 4.05(e).
"Investor Servicing Fee" shall have the meaning specified
in subsection 3(a) hereof.
"Monthly Interest" shall mean, with respect to any Transfer
Date, the sum of (a) the Class A Monthly Interest, the Class A
Additional Interest, if any, and the unpaid Class A Deficiency Amount,
if any, (b) the Class B Monthly Interest, the Class B Additional
Interest, if any, and the unpaid Class B Deficiency Amount, if any, (c)
the Collateral Minimum Monthly Interest and any previously due and the
unpaid Collateral Minimum Monthly Interest, and (d) the Net Swap
Payment, if any, and previously due but not paid Net Swap Payments, if
any, each with respect to such Transfer Date.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and
shall end on and include August 31, 1999.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b)
if the Seller or The Bank of New York is no longer the Servicer, 2.0%
per annum.
"Net Swap Payment" shall mean, for any Transfer Date, (a)
if the netting provisions of subsection 2(c)(ii) of the Interest Rate
Swap apply, the amount by which the Floating Amount for such date
exceeds the Fixed Amount for such date, and (b) otherwise, an amount
equal to the Floating Amount for such date.
"Net Swap Receipt" shall mean, for any Transfer Date, (a)
if the netting provisions of subsection 2(c)(ii) of the Interest Rate
Swap apply, the amount by which the Fixed Amount for such date exceeds
the Floating Amount for such date, and (b) otherwise, an amount equal
to the Fixed Amount for such date.
"Notional Amount" shall mean the Notional Amount as defined
in the Interest Rate Swap.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a
Series 1999-G Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Permitted Assignee" shall mean any Person who, if it were
the Collateral Interest Holder or holder of an interest in the Trust,
as applicable, would not cause the Trust to be taxable as a publicly
traded partnership for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, commencing on and including the December 1999 Transfer
Date, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of (a) the amount of
Collections of Finance Charge Receivables deposited into the Finance
Charge Account and allocable to the Investor Certificates for such
Monthly Period, and (b) the amount with respect to Annual Membership
Fees deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period, and (c) the Principal
Funding Investment Proceeds deposited into the Finance Charge Account
on the Transfer Date related to such Monthly Period, and (d) the amount
of the Reserve Draw Amount (up to the Available Reserve Account Amount)
plus any amounts of interest and earnings described in subsection 4.15,
each deposited into the Finance Charge Account on the Transfer Date
relating to such Monthly Period, and (e) the amount of the Swap Reserve
Draw Amount (up to the Available Swap Reserve Fund Amount) deposited
into the Finance Charge Account on the Transfer Date relating to such
Monthly Period, and (f) any amount deposited to the Finance Charge
Account from the Interest Reserve Account on the related Transfer Date
pursuant to Section 4.20, such sum to be calculated on a cash basis
after subtracting the Aggregate Investor Default Amount for such
Monthly Period, and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set
forth in subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with
respect to any date of determination, the principal amount, if any, on
deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for
the period from and including the immediately preceding Transfer Date
to but excluding such Transfer Date.
"Prospectus" shall mean the prospectus and the prospectus
supplement as filed with the Securities and Exchange Commission under
Rule 424(b) of the Securities Act relating to the Series 1999-G
Certificates.
"Rapid Accumulation Period" shall mean, unless the Interest
Rate Swap has been terminated or an Interest Reserve Account Event has
occurred, the period commencing on a Series 1999-G Pay Out Event and
continuing to the earlier of (a) the commencement of the Rapid
Amortization Period and (b) the Scheduled Payment Date.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the earlier of the day on which either (a) a Trust
Pay Out Event occurs or (b) (i) a Series 1999-G Pay Out Event occurs or
has occurred and (ii) either the Interest Rate Swap is or has been
terminated or an Interest Reserve Account Event occurs or has occurred
and ending on the earlier to occur of (a) the Series 1999-G Termination
Date and (b) the termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of
any outstanding Series or class of a Series with respect to which it is
a Rating Agency.
"Reallocated Class B Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to
exceed the product of (a) the Class B Investor Allocation with respect
to the Monthly Period relating to such Transfer Date and (b) the
Investor Percentage with respect to the Monthly Period relating to such
Transfer Date and (c) the amount of Collections of Principal
Receivables with respect to the Monthly Period relating to such
Transfer Date; provided, however, that such amount shall not exceed the
Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided,
however, that such amount shall not exceed the Collateral Interest
Amount after giving effect to any Collateral Charge-Offs for such
Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated
Collateral Principal Collections.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest
monthly principal payment rate on the Accounts, expressed as a decimal,
for the 12 months preceding the date of such calculation; provided,
however, that this definition may be changed at any time if the Rating
Agency Condition is satisfied.
"Required Interest Reserve Amount" shall have the meaning
specified in subsection 4.19(g).
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1999-G.
"Required Swap Reserve Fund Amount" shall have the meaning
specified in the Supplemental Swap Letter.
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%,
but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the
Monthly Period which commences 12 months prior to the commencement of
the Controlled Accumulation Period; (c) the first Transfer Date for
which the Portfolio Adjusted Yield is less than 3%, but in such event
the Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which
commences 6 months prior to the commencement of the Controlled
Accumulation Period; and (d) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 4%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences 4
months prior to the commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by
which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.
"Reserve Draw Amount" shall mean, with respect to each
Transfer Date relating to the Controlled Accumulation Period or the
earlier of (a) the first Transfer Date relating to the Rapid
Accumulation Period and (b) the first Transfer Date relating to the
Rapid Amortization Period, the amount, if any, by which the Principal
Funding Investment Proceeds for such Transfer Date are less than the
Covered Amount determined as of such Transfer Date.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Scheduled Payment Date" shall mean the July 2004
Distribution Date.
"Series 1999-G" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1999-G Certificateholders" shall mean the holder of
record of a Series 1999-G Certificate.
"Series 1999-G Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1999-G Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1999-G Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the December 2006 Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Transfer Date, and (ii) with respect
to any Transfer Date relating to the Rapid Accumulation Period or the
Rapid Amortization Period, the Adjusted Investor Interest over (b) the
Investor Principal Collections minus the Reallocated Principal
Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Transfer Date,
the portion of Collections of Finance Charge Receivables allocated to
the Investor Certificates and deposited in the Finance Charge Account
with respect to the related Monthly Period that is attributable to
Interchange; provided, however, that Servicer Interchange for any
Transfer Date shall not exceed one-twelfth of the product of (i) the
Adjusted Investor Interest as of the last day of the related Monthly
Period and (ii) 0.75%; provided further, however, with respect to the
first Transfer Date, the Servicer Interchange may equal but shall not
exceed $500,000.
"Shared Principal Collections" shall mean, with respect to
any Transfer Date, either (a) the amount allocated to the Investor
Certificates which may be applied to the Series Principal Shortfall
with respect to other outstanding Series in Group One or (b) the
amounts allocated to the investor certificates of other Series in Group
One which the applicable Supplements for such Series specify are to be
treated as "Shared Principal Collections" and which may be applied to
cover the Series Principal Shortfall with respect to the Investor
Certificates.
"Supplemental Swap Letter" shall mean that certain letter
agreement designated as the Supplemental Swap Letter, dated as of the
Closing Date, between the Seller, the Trustee and the Swap
Counterparty.
"Swap Counterparty" shall have the meaning specified in the
Interest Rate Swap.
"Swap Fixed Rate" shall mean for any applicable Interest
Period, the fixed rate specified in the Interest Rate Swap.
"Swap Floating Rate" shall mean for any applicable Interest
Period, the floating rate specified in the Interest Rate Swap.
 "Swap Reserve Draw Amount" shall have the meaning
specified in subsection 4.16(c).
"Swap Reserve Fund" shall have the meaning specified in
subsection 4.16(a).
"Swap Reserve Fund Surplus" shall mean, as of any Transfer
Date, the amount, if any, by which the amount on deposit in the Swap
Reserve Fund exceeds the Required Swap Reserve Fund Amount.
"Transfer" shall have the meaning specified in subsection
19(a).
"Transfer Agreement" shall mean the agreement among MBNA
and the Collateral Interest Holder, dated as of the Closing Date, as
amended or modified from time to time, relating to the transfer of the
Collateral Interest.
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(e).
SECTION 3. Servicing Compensation and Assignment of
Interchange.  (a) The share of the Servicing Fee allocable to Series
1999-G with respect to any Transfer Date (the "Investor Servicing Fee")
shall be equal to one-twelfth of the product of (i) the Series
Servicing Fee Percentage and (ii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the
Investor Servicing Fee shall be equal to $1,333,333.33.  On each
Transfer Date for which the Seller or The Bank of New York is the
Servicer, the Servicer Interchange with respect to the related Monthly
Period that is on deposit in the Finance Charge Account shall be
withdrawn from the Finance Charge Account and paid to the Servicer in
payment of a portion of the Investor Servicing Fee with respect to such
Monthly Period.  Should the Servicer Interchange on deposit in the
Finance Charge Account on any Transfer Date with respect to the related
Monthly Period be less than one-twelfth of 0.75% of the Adjusted
Investor Interest as of the last day of such Monthly Period, the
Investor Servicing Fee with respect to such Monthly Period will not be
paid to the extent of such insufficiency of Servicer Interchange on
deposit in the Finance Charge Account.  The Servicer Interchange with
respect to the first Transfer Date may equal but shall not exceed
$500,000.  The share of the Investor Servicing Fee allocable to the
Class A Investor Interest with respect to any Transfer Date (the "Class
A Servicing Fee") shall be equal to one-twelfth of the product of (i)
the Class A Floating Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Class A Servicing Fee shall be
equal to $708,333.33.  The share of the Investor Servicing Fee
allocable to the Class B Investor Interest with respect to any Transfer
Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the
product of (i) the Class B Floating Allocation, (ii) the Net Servicing
Fee Rate and (iii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided, however,
that with respect to the first Transfer Date, the Class B Servicing Fee
shall be equal to $62,500.  The share of the Investor Servicing Fee
allocable to the Collateral Interest Amount with respect to any
Transfer Date (the "Collateral Interest Servicing Fee," and together
with the Class A Servicing Fee and the Class B Servicing Fee, the
"Certificateholder Servicing Fee") shall be equal to one-twelfth of the
product of (i) the Collateral Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the
last day of the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the Collateral
Interest Servicing Fee shall be equal to $62,500.  Except as
specifically provided above, the Servicing Fee shall be paid by the
cash flows from the Trust allocated to the Seller or the
certificateholders of other Series (as provided in the related
Supplements) and in no event shall the Trust, the Trustee or the
Investor Certificateholders be liable therefor.  The Class A Servicing
Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution in respect thereof pursuant to subsections
4.09(a)(iii) and 4.11(a).  The Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(b)(ii) and 4.11(c).  The
Collateral Interest Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsection 4.11(f) or, if applicable, subsection 4.09(c)(i).
(b)	On or before each Transfer Date, the Seller shall
notify the Servicer of the amount of Interchange to be included as
Collections of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as
determined pursuant to this subsection 3(b).  Such amount of
Interchange shall be equal to the product of (i) the total amount of
Interchange paid or payable to the Seller with respect to such Monthly
Period, (ii) a fraction the numerator of which is the aggregate amount
of cardholder charges for goods and services in the Accounts with
respect to such Monthly Period and the denominator of which is the
aggregate amount of cardholder charges for goods and services in all
MasterCard and VISA consumer revolving credit card accounts owned by
the Seller with respect to such Monthly Period and (iii) the Investor
Percentage with regard to Finance Charge Receivables.  On each Transfer
Date, the Seller shall pay to the Servicer, and the Servicer shall
deposit into the Finance Charge Account, in immediately available
funds, the amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to the Investor Certificates with
respect to the preceding Monthly Period.  The Seller hereby assigns,
sets-over, conveys, pledges and grants a security interest and lien to
the Trustee for the benefit of the Investor Certificateholders in
Interchange and the proceeds of Interchange, as set forth in this
subsection 3(b).  In connection with the foregoing grant of a security
interest, this Series Supplement shall constitute a security agreement
under applicable law.  To the extent that a Supplement for a related
Series, other than Series 1999-G, assigns, sets-over, conveys, pledges
or grants a security interest in Interchange allocable to the Trust,
all Investor Certificates of any such Series (except as otherwise
specified in any such Supplement) and the Investor Certificates shall
rank pari passu and be equally and ratably entitled as provided herein
to the benefits of such Interchange without preference or priority on
account of the actual time or times of authentication and delivery, all
in accordance with the terms and provisions of this Series Supplement
and other related Supplements.
SECTION 4. Reassignment and Transfer Terms.  The Investor
Certificates shall be subject to retransfer to the Seller at its
option, in accordance with the terms specified in subsection 12.02(a),
on any Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest.  The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Certificates.  The
Seller shall execute and deliver the Series 1999-G Certificates to the
Trustee for authentication in accordance with Section 6.01 of the
Agreement.  The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 6. Form of Delivery of the Certificates;
Depository; Denominations.
(a) The Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.01 and 6.10 of the Agreement.
(b) The Depository for the Certificates shall be The
Depository Trust Company, and the Certificates shall be initially
registered in the name of Cede & Co., its nominee.
(c) The Certificates are issuable in minimum
denominations of $1,000 and integral multiples of that amount.
SECTION 7. Article IV of the Agreement.  Sections 4.01,
4.02 and 4.03 shall be read in their entirety as provided in the
Agreement.  Article IV (except for Sections 4.01, 4.02 and 4.03
thereof) shall be read in its entirety as follows and shall be
applicable only to the Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders and the
Collateral Interest Holder.  The Investor Certificates shall represent
undivided interests in the Trust, consisting of the right to receive,
to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account,
the Principal Funding Account, the Reserve Account, the Interest
Reserve Account and the Distribution Account.  The Collateral Interest
shall be subordinate to the Class A Certificates and the Class B
Certificates.  The Class B Certificates shall be subordinate to the
Class A Certificates.  The Seller Interest shall not represent any
interest in the Collection Account, the Finance Charge Account, the
Principal Account, the Principal Funding Account, the Reserve Account,
the Interest Reserve Account or the Distribution Account, except as
specifically provided in this Article IV.
SECTION 4.05. Allocations.
(a) Allocations During the Revolving Period.  During the
Revolving Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of the Seller
Interest and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the
product of (y) the Investor Percentage on the Date of Processing
of such Collections and (z) the aggregate amount of Collections
of Finance Charge Receivables on such Date of Processing, and of
that allocation, deposit in the Finance Charge Account an amount
equal to either (I) (A) prior to the date on which the amount of
Monthly Interest with respect to the related Interest Period is
determined by the Servicer, an amount equal to the product of (1)
the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing, and (B) at
all other times, the difference between (1) the Monthly Interest
with respect to the immediately following Transfer Date (plus, if
the Seller is not the Servicer, the Certificateholder Servicing
Fee for such Transfer Date plus the amount of any
Certificateholder Servicing Fee due but not paid to the Servicer
on any prior Transfer Date) and (2) the amounts previously
deposited in the Finance Charge Account with respect to the
current Monthly Period pursuant to this subsection 4.05(a)(i) or
(II) the amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this subsection 4.05(a)(i); provided, that
if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any
Date of Processing, on the related Transfer Date, the Servicer
shall withdraw from the Collection Account and deposit into the
Finance Charge Account an amount equal to the amount of
Collections of Finance Charge Receivables that have been
allocated to the Investor Certificateholders during the related
Monthly Period but not previously deposited in the Finance Charge
Account.  Funds deposited into the Finance Charge Account
pursuant to this subsection 4.05(a)(i) shall be applied in
accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount
equal to the product of (A) the Collateral Allocation on the Date
of Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount
equal to the product of (A) the Class B Investor Allocation on
the Date of Processing of such Collections, (B) the Investor
Percentage on the Date of Processing of such Collections and (C)
the aggregate amount of Collections processed in respect of
Principal Receivables on such Date of Processing to be applied
first in accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Class A Investor
Allocation on the Date of Processing of such Collections, (2) the
Investor Percentage on the Date of Processing of such Collections
and (3) the aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account
pursuant to this subsection 4.05(a)(iv)(A) shall not exceed the
Daily Principal Shortfall, and (B) pay to the Holder of the
Seller Interest an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the
amount to be paid to the Holder of the Seller Interest pursuant
to this subsection 4.05(a)(iv)(B) with respect to any Date of
Processing shall be paid to the Holder of the Seller Interest if,
and only to the extent that, the Seller Interest on such Date of
Processing is equal to or greater than the Minimum Seller
Interest (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as Unallocated
Principal Collections and deposited into the Principal Account in
accordance with subsection 4.05(e).
(b) Allocations During the Controlled Accumulation
Period.  During the Controlled Accumulation Period, the Servicer shall,
prior to the close of business on the day any Collections are deposited
in the Collection Account, allocate to the Investor Certificateholders
or the Holder of the Seller Interest and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an
amount equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount
equal to the product of (A) the Collateral Allocation on the Date
of Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount
equal to the product of (A) the Class B Investor Allocation on
the Date of Processing of such Collections, (B) the Investor
Percentage on the Date of Processing of such Collections and (C)
the aggregate amount of Collections processed in respect of
Principal Receivables on such Date of Processing to be applied
first in accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Class A Investor
Allocation on the Date of Processing of such Collections, (2) the
Investor Percentage on the Date of Processing of such Collections
and (3) the aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account
pursuant to this subsection 4.05(b)(iv)(A) shall not exceed the
Daily Principal Shortfall, and (B) pay to the Holder of the
Seller Interest an amount equal to the excess identified in the
proviso to clause (A) above, if any; provided, however, that the
amount to be paid to the Holder of the Seller Interest pursuant
to this subsection 4.05(b)(iv)(B) with respect to any Date of
Processing shall be paid to the Holder of the Seller Interest if,
and only to the extent that, the Seller Interest on such Date of
Processing is equal to or greater than the Minimum Seller
Interest (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as Unallocated
Principal Collections and deposited into the Principal Account in
accordance with subsection 4.05(e).
(c) Allocations During the Rapid Accumulation Period.
During the Rapid Accumulation Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an
amount equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09.
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor Percentage on the
Date of Processing of such Collections and (2) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(c)(ii)(A) shall not exceed the sum of the
Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (after taking into account
any payments to be made on the Distribution Date relating to such
prior Monthly Period and deposits and any adjustments to be made
to the Investor Interest to be made on the Transfer Date relating
to such Monthly Period) and any Reallocated Principal Collections
relating to the Monthly Period in which such deposit is made and
(B) pay to the Holder of the Seller Interest an amount equal to
the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the
Holder of the Seller Interest pursuant to this subsection
4.05(c)(ii)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Interest if, and only to the
extent that, the Seller Interest on such Date of Processing is
equal to or greater than the Minimum Seller Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(e).
(d) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an
amount equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.09.
(ii)  (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor Percentage on the
Date of Processing of such Collections and (2) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(d)(ii)(A) shall not exceed the sum of the
Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (after taking into account
any payments to be made on the Distribution Date relating to such
prior Monthly Period and deposits and any adjustments to be made
to the Investor Interest to be made on the Transfer Date relating
to such Monthly Period) and any Reallocated Principal Collections
relating to the Monthly Period in which such deposit is made and
(B) pay to the Holder of the Seller Interest an amount equal to
the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the
Holder of the Seller Interest pursuant to this subsection
4.05(d)(ii)(B) with respect to any Date of Processing shall be
paid to the Holder of the Seller Interest if, and only to the
extent that, the Seller Interest on such Date of Processing is
equal to or greater than the Minimum Seller Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.03(b)) and
otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance with subsection 4.05(e).
(e) Unallocated Principal Collections.  Any Collections
in respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Interest because of the
limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B),
4.05(c)(ii)(B) and 4.05(d)(ii)(B) and any amounts allocable to the
Investor Certificates deposited in the Principal Account pursuant to
subsections 2.04(d)(iii) and 4.03(c) ("Unallocated Principal
Collections") shall be held in the Principal Account and, prior to the
commencement of the Controlled Accumulation Period, the Rapid
Accumulation Period or the Rapid Amortization Period shall be paid to
the Holder of the Seller Interest if, and only to the extent that, the
Seller Interest is greater than the Minimum Seller Interest.  For each
Transfer Date with respect to the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, any such
Unallocated Principal Collections held in the Principal Account on such
Transfer Date shall be included in the Investor Principal Collections
which to the extent available shall be distributed as Available
Investor Principal Collections to be applied pursuant to Section 4.09
on such Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series Supplement to
the contrary, whether or not the Servicer is required to make monthly
or daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.05(a),
4.05(b), 4.05(c) and 4.05(d), with respect to any Monthly Period (i)
the Servicer will only be required to deposit Collections from the
Collection Account into the Finance Charge Account or the Principal
Account up to the required amount to be deposited into any such deposit
account or, without duplication, distributed on or prior to the related
Distribution Date to the Investor Certificateholders and (ii) if at any
time prior to such Distribution Date the amount of Collections
deposited in the Collection Account exceeds the amount required to be
deposited pursuant to clause (i) above, the Servicer will be permitted
to withdraw the excess from the Collection Account.
SECTION 4.06. Determination of Monthly Interest.
(a) The amount of monthly interest distributable with
respect to the Class A Certificates shall be an amount equal to one-
twelfth of the product of (i) the Class A Certificate Rate times (ii)
the outstanding principal balance of the Class A Certificates
determined as of the Record Date preceding the related Transfer Date
(the "Class A Monthly Interest"); provided, however, that with respect
to the first Distribution Date, Class A Monthly Interest will be equal
to $5,172,604.17; provided further, that in addition to Class A Monthly
Interest an amount equal to the amount of any unpaid Class A Deficiency
Amounts, as defined below, plus an amount equal to one-twelfth of the
product of (A) the sum of the Class A Certificate Rate plus 2% per
annum, and (B) any Class A Deficiency Amount from the prior Transfer
Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A
Additional Interest") shall also be distributable to the Class A
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(a) as of the prior Interest Period
over the amount actually transferred to the Distribution Account for
payment of such amount. Class A Monthly Interest shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months.

(b) The amount of monthly interest distributable with
respect to the Class B Certificates shall be an amount equal to one-
twelfth of the product of (i) the Class B Certificate Rate, times (ii)
the outstanding principal balance of the Class B Certificates
determined as of the Record Date preceding the related Transfer Date
(the "Class B Monthly Interest"); provided, however, that with respect
to the first Distribution Date, Class B Monthly Interest will be equal
to $474,375; provided further, that in addition to the Class B Monthly
Interest an amount equal to the amount of any unpaid Class B Deficiency
Amounts, as defined below, plus an amount equal to one-twelfth of the
product of (A) the sum of the Class B Certificate Rate plus 2% per
annum, and (B) any Class B Deficiency Amount from the prior Transfer
Date, as defined below (or the portion thereof which has not
theretofore been paid to Class B Certificateholders) (the "Class B
Additional Interest") shall also be distributable to the Class B
Certificates, and on such Transfer Date the Trustee shall deposit such
funds, to the extent available, into the Distribution Account; provided
further, that the "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.06(b) as of the prior Interest Period
over the amount actually transferred to the Distribution Account for
payment of such amount.  Class B Monthly Interest shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
(c) The amount of monthly interest distributable with
respect to the Collateral Interest shall be an amount equal to the
product of (i) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is
360, times (ii) the Collateral Minimum Rate in effect with respect to
the related Interest Period, times (iii) the Collateral Interest
Initial Amount less the aggregate amount distributed to the Collateral
Interest Holder with respect to the Collateral Monthly Principal for
all prior Transfer Dates (the "Collateral Minimum Monthly Interest");
provided, however, that with respect to the first Transfer Date,
Collateral Minimum Monthly Interest will include accrued interest at
the Collateral Minimum Rate from and including the Closing Date through
but excluding September 15, 1999.  Collateral Minimum Monthly Interest
shall be calculated on the basis of a the actual number of days in the
related Interest Period and a 360-day year.
SECTION 4.07. Determination of Monthly Principal.
(a) The amount of monthly principal distributable from
the Principal Account with respect to the Class A Certificates on each
Transfer Date ("Class A Monthly Principal"), beginning with the
Transfer Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid Accumulation Period or
the Rapid Amortization Period begins, shall be equal to the least of
(i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A
Adjusted Investor Interest  (after taking into account any adjustments
to be made on such Transfer Date pursuant to Section 4.10) prior to any
deposit into the Principal Funding Account on such Transfer Date.

(b) The amount of monthly principal distributable from
the Principal Account with respect to the Class B Certificates on each
Transfer Date (the "Class B Monthly Principal"), with respect to the
Controlled Accumulation Period or the Rapid Accumulation Period,
beginning with the Transfer Date on which an amount equal to the Class
A Investor Interest has been deposited in the Principal Funding Account
(after taking into account any deposits to be made on such Transfer
Date), or during the Rapid Amortization Period, beginning with the
Transfer Date immediately preceding the Distribution Date on which the
Class A Investor Interest will be paid in full (after taking into
account payments to be made on the related Distribution Date), shall be
an amount equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such
Transfer Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Transfer
Date), (ii) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Transfer
Date (minus the Class A Monthly Principal with respect to such Transfer
Date) and (iii) the Class B Adjusted Investor Interest (after taking
into account any adjustments to be made on such Transfer Date pursuant
to Sections 4.10 and 4.12) prior to any deposit into the Principal
Funding Account on such Transfer Date.
(c) The amount of monthly principal distributable from
the Principal Account with respect to the Collateral Interest on each
Transfer Date (the "Collateral Monthly Principal"), with respect to the
Controlled Accumulation Period, beginning with the Transfer Date on
which an amount equal to the sum of (i) the Class A Investor Interest
and (ii) the Class B Investor Interest has been deposited in the
Principal Funding Account (after taking into account any deposits to be
made on such Transfer Date), or during the Rapid Accumulation Period or
the Rapid Amortization Period, beginning with the Transfer Date
immediately preceding the Distribution Date on which the Class B
Investor Interest will be paid in full (after taking into account
payments to be made on the related Distribution Date), shall be an
amount equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such
Transfer Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with
respect to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date (minus the Class A Monthly Principal and
Class B Monthly Principal with respect to such Transfer Date) and (iii)
the Collateral Interest Adjusted Amount (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.10
and 4.12) prior to any deposit into the Principal Funding Account on
such Transfer Date.
SECTION 4.08. Coverage of Required Amount.
(a) On or before each Transfer Date, the Servicer shall
determine the amount (the "Class A Required Amount"), if any, by which
the sum of (i) the Class A Monthly Interest for such Transfer Date,
plus (ii) the Class A Deficiency Amount, if any, for such Transfer
Date, plus (iii) the Class A Additional Interest, if any, for such
Transfer Date, plus (iv) the Class A Servicing Fee for the prior
Monthly Period plus (v) the Class A Servicing Fee, if any, due but not
paid on any prior Transfer Date, plus (vi) the Class A Investor Default
Amount, if any, for the prior Monthly Period, plus (vii) the Net Swap
Payment, if any, for such Transfer Date, plus (viii) the Net Swap
Payments, if any, due but not paid on any prior Transfer Date, exceeds
the Class A Available Funds for the related Monthly Period.

(b) On or before each Transfer Date, the Servicer shall
also determine the amount (the "Class B Required Amount"), if any,
equal to the sum of (i) the amount, if any, by which the sum of (A) the
Class B Monthly Interest for such Transfer Date, plus (B) the Class B
Deficiency Amount, if any, for such Transfer Date, plus (C) the Class B
Additional Interest, if any, for such Transfer Date, plus (D) the Class
B Servicing Fee for the prior Monthly Period, plus (E) the Class B
Servicing Fee, if any, due but not paid on any prior Transfer Date,
exceeds the Class B Available Funds for the related Monthly Period,
plus (ii) the Class B Investor Default Amount, if any, for the prior
Monthly Period.
(c) In the event that the sum of the Class A Required
Amount and the Class B Required Amount for such Transfer Date is
greater than zero, the Servicer shall give written notice to the
Trustee of such positive Class A Required Amount or Class B Required
Amount on or before such Transfer Date.  In the event that the Class A
Required Amount for such Transfer Date is greater than zero, all or a
portion of the Excess Spread with respect to such Transfer Date in an
amount equal to the Class A Required Amount, to the extent available,
for such Transfer Date shall be distributed from the Finance Charge
Account on such Transfer Date pursuant to subsection 4.11(a).  In the
event that the Class A Required Amount for such Transfer Date exceeds
the amount of Excess Spread with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the Collateral
Interest and the Collections of Principal Receivables allocable to the
Class B Certificates with respect to the prior Monthly Period shall be
applied as specified in Section 4.12.  In the event that the Class B
Required Amount for such Transfer Date exceeds the amount of Excess
Spread available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable
to the Collateral Interest (after application to the Class A Required
Amount) shall be applied as specified in Section 4.12; provided,
however, that the sum of any payments pursuant to this paragraph shall
not exceed the sum of the Class A Required Amount and the Class B
Required Amount.
SECTION 4.09. Monthly Payments.  On or before each
Transfer Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit B hereto)
to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date or the related
Distribution Date, as applicable, to the extent of available funds, the
amounts required to be withdrawn from the Finance Charge Account, the
Principal Account, the Principal Funding Account and the Distribution
Account as follows:
(a) A
n amount equal to the Class A Available Funds deposited into the
Finance Charge Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:

(i) an amount equal to Class A Monthly Interest for
such Transfer Date, plus the amount of any Class A Deficiency
Amount for such Transfer Date, plus the amount of any Class A
Additional Interest for such Transfer Date, shall be deposited by
the Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Net Swap Payment, if
any, for such Transfer Date, plus the amount of any Net Swap
Payments previously due but not paid to the Swap Counterparty
shall be distributed to the Swap Counterparty;
(iii) an amount equal to the Class A Servicing Fee
for such Transfer Date plus the amount of any Class A Servicing
Fee due but not paid to the Servicer on any prior Transfer Date
shall be distributed to the Servicer;
(iv) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period shall be treated
as a portion of Investor Principal Collections and deposited into
the Principal Account on such Transfer Date; and
(v) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth in
Section 4.11.
(b) An amount equal to the Class B Available Funds
deposited into the Finance Charge Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class B Monthly Interest
for such Transfer Date, plus the amount of any Class B Deficiency
Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, shall be deposited by
the Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee
for such Transfer Date, plus the amount of any Class B Servicing
Fee due but not paid to the Servicer on any prior Transfer Date
for such Transfer Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth in
Section 4.11.
(c) An amount equal to the Collateral Available Funds
deposited into the Finance Charge Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) if the Seller or The Bank of New York is no
longer the Servicer, an amount equal to the Collateral Interest
Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the
Servicer; and
(ii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set forth in
Section 4.11.
(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the lesser of (A) the
product of (1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections for such Transfer Date
and the denominator of which is equal to the sum of the Available
Investor Principal Collections available for sharing as specified
in the related Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and applied
to Series in Group One other than this Series 1999-G; and
(ii) an amount equal to the excess, if any, of (A)
the Available Investor Principal Collections for such Transfer
Date over (B) the applications specified in subsection 4.09(d)(i)
above shall be paid to the Holder of the Seller Interest;
provided, however, that the amount to be paid to the Holder of
the Seller Interest pursuant to this subsection 4.09(d)(ii) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Interest if, and only to the extent that, the Seller
Interest on such Date of Processing is equal to or greater than
the Minimum Seller Interest (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to such
Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.05(e).
(e) During the Controlled Accumulation Period, the Rapid
Accumulation Period or the Rapid Amortization Period, an amount equal
to the Available Investor Principal Collections deposited into the
Principal Account for the related Monthly Period will be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly
Principal for such Transfer Date, shall be (A) during the
Controlled Accumulation Period and the Rapid Accumulation Period,
deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period, deposited into the Distribution
Account;
(ii) after giving effect to the distribution
referred to in clause (i) above, an amount equal to the Class B
Monthly Principal, shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding
Account, and (B) during the Rapid Amortization Period and the
Rapid Accumulation Period, deposited into the Distribution
Account;
(iii) after giving effect to the distributions
referred to in clauses (i) and (ii) above, an amount equal to the
Collateral Monthly Principal shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding
Account, and (B) during the Rapid Amortization Period and the
Rapid Accumulation Period, distributed to the Collateral Interest
Holder in accordance with subsection 5.01(c);
(iv) an amount equal to the lesser of (A) the
product of (1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections remaining after the
application specified in subsections 4.09(e)(i), (ii) and (iii)
above and the denominator of which is equal to the sum of the
Available Investor Principal Collections available for sharing as
specified in the related Series Supplement for each Series in
Group One and (2) the Cumulative Series Principal Shortfall and
(B) the Available Investor Principal Collections remaining after
the application specified in subsections 4.09(e)(i), (ii) and
(iii) above, shall remain in the Principal Account to be treated
as Shared Principal Collections and applied to Series in Group
One other than this Series 1999-G; and
(v) an amount equal to the excess, if any, of (A)
the Available Investor Principal Collections over (B) the
applications specified in subsections 4.09(e)(i) through (iv)
above shall be paid to the Holder of the Seller Interest;
provided, however, that the amount to be paid to the Holder of
the Seller Interest pursuant to this subsection 4.09(e)(v) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Interest if, and only to the extent that, the Seller
Interest on such Date of Processing is equal to or greater than
the Minimum Seller Interest (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to such
Transfer Date and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal Account in accordance with subsection 4.05(e).
(f) On the first Transfer Date with respect to the Rapid
Accumulation Period, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Principal
Funding Account and (i) deposit in the Distribution Account the amount
deposited into the Principal Funding Account pursuant to subsection
4.09(e)(ii) and (ii) pay to the Collateral Interest Holder in
accordance with subsection 5.01(c), the amount deposited into the
Principal Funding Account pursuant to subsection 4.09(e)(iii).
(g) On the earlier to occur of (i) the first Transfer
Date with respect to the Rapid Amortization Period and (ii) the
Transfer Date immediately preceding the Scheduled Payment Date, the
Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Principal Funding Account, to the extent not
previously withdrawn pursuant to subsection 4.09(f), and (A) deposit in
the Distribution Account, the amount deposited into the Principal
Funding Account pursuant to subsections 4.09(e)(i) and 4.09(e)(ii) and
(B) pay to the Collateral Interest Holder in accordance with subsection
5.01(c), the amount deposited into the Principal Funding Account
pursuant to subsection 4.09(e)(iii).
(h) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.01(i) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(a)(i) on the preceding
Transfer Date and (ii) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution
Account pursuant to subsection 4.09(b)(i) on the preceding Transfer
Date.
(i) On the earliest to occur of (i) the first
Distribution Date with respect to the Rapid Amortization Period, (ii)
the Scheduled Payment Date and (iii) the first Distribution Date with
respect to the Rapid Accumulation Period on which the amount on deposit
in the Principal Funding Account is equal to the Class A Investor
Interest, and on each Distribution Date thereafter, the Trustee, acting
in accordance with instructions from the Servicer, shall pay in
accordance with subsections 5.01(a) and 5.01(b) from the Distribution
Account the amount so deposited into the Distribution Account pursuant
to subsections 4.09(e), (f) and (g) on the related Transfer Date in the
following priority:
(i) for each Distribution Date with respect to the
Rapid Amortization Period, if any, and with respect to the
Scheduled Payment Date, an amount equal to the lesser of such
amount on deposit in the Distribution Account and the Class A
Investor Interest shall be paid to the Class A
Certificateholders; and
(ii) for each Distribution Date with respect to (A)
the Rapid Accumulation Period after the date on which the amount
on deposit in the Principal Funding Account is equal to the Class
A Investor Interest, if any, and (B) the Rapid Amortization
Period, if any, and on the Scheduled Payment Date, after giving
effect to the distributions referred to in clause (i) above, if
any, an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class B Investor Interest shall
be paid to the Class B Certificateholders.
(j) The Controlled Accumulation Period is scheduled to
commence at the close of business on June 30, 2003; provided, however,
that, if the Accumulation Period Length (determined as described below)
is less than 12 months, the date on which the Controlled Accumulation
Period actually commences will be delayed to the first Business Day of
the month that is the number of whole months prior to the Scheduled
Payment Date at least equal to the Accumulation Period Length and, as a
result, the number of Monthly Periods in the Controlled Accumulation
Period will at least equal the Accumulation Period Length.  On the
Determination Date immediately preceding the June 2003 Distribution
Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole
months such that the sum of the Accumulation Period Factors for each
month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month;
provided further, however, that the determination of the Accumulation
Period Length may be changed at any time if the Rating Agency Condition
is satisfied.
SECTION 4.10. Investor Charge-Offs.
(a) O
n or before each Transfer Date, the Servicer shall calculate the Class
A Investor Default Amount.  If on any Transfer Date, the Class A
Investor Default Amount for the prior Monthly Period exceeds the sum of
the amount allocated with respect thereto pursuant to subsection
4.09(a)(iv), subsection 4.11(a) and Section 4.12 with respect to such
Monthly Period, the Collateral Interest Amount (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date) will be reduced by the amount of
such excess, but not by more than the lesser of the Class A Investor
Default Amount and the Collateral Interest Amount (after giving effect
to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date) for such Transfer Date.
In the event that such reduction would cause the Collateral Interest
Amount to be a negative number, the Collateral Interest Amount will be
reduced to zero, and the Class B Investor Interest (after giving effect
to reductions for any Class B Investor Charge-Offs and any Reallocated
Class B Principal Collections on such Transfer Date) will be reduced by
the amount by which the Collateral Interest Amount would have been
reduced below zero.  In the event that such reduction would cause the
Class B Investor Interest to be a negative number, the Class B Investor
Interest will be reduced to zero, and the Class A Investor Interest
will be reduced by the amount by which the Class B Investor Interest
would have been reduced below zero, but not by more than the Class A
Investor Default Amount for such Transfer Date (a "Class A Investor
Charge-Off").  If the Class A Investor Interest has been reduced by the
amount of any Class A Investor Charge-Offs, it will be reimbursed on
any Transfer Date (but not by an amount in excess of the aggregate
Class A Investor Charge-Offs) by the amount of Excess Spread allocated
and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount.  If on any Transfer
Date, the Class B Investor Default Amount for the prior Monthly Period
exceeds the amount of Excess Spread and Reallocated Collateral
Principal Collections which are allocated and available to fund such
amount pursuant to subsection 4.11(c) and Section 4.12, the Collateral
Interest Amount (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer
Date and any adjustments with respect thereto as described in
subsection 4.10(a) above) will be reduced by the amount of such excess
but not by more than the lesser of the Class B Investor Default Amount
and the Collateral Interest Amount (after giving effect to reductions
for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) for such Transfer
Date.  In the event that such reduction would cause the Collateral
Interest Amount to be a negative number, the Collateral Interest Amount
will be reduced to zero and the Class B Investor Interest will be
reduced by the amount by which the Collateral Interest Amount would
have been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-
Off").  The Class B Investor Interest will also be reduced by the
amount of Reallocated Class B Principal Collections in excess of the
Collateral Interest Amount pursuant to Section 4.12 and the amount of
any portion of the Class B Investor Interest allocated to the Class A
Certificates to avoid a reduction in the Class A Investor Interest
pursuant to subsection 4.10(a) above.  The Class B Investor Interest
will thereafter be reimbursed (but not to an amount in excess of the
unpaid principal balance of the Class B Certificates) on any Transfer
Date by the amount of Excess Spread allocated and available for that
purpose as described under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount.  If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread which is allocated and available to fund such
amount pursuant to subsection 4.11(g), the Collateral Interest Amount
will be reduced by the amount of such excess but not by more than the
lesser of the Collateral Default Amount and the Collateral Interest
Amount for such Transfer Date (a "Collateral Charge-Off").  The
Collateral Interest Amount will also be reduced by the amount of
Reallocated Principal Collections pursuant to Section 4.12 and the
amount of any portion of the Collateral Interest Amount allocated to
the Class A Certificates or the Class B Certificates to avoid a
reduction in the Class A Investor Interest, pursuant to subsection
4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively.  The Collateral Interest Amount will thereafter
be reimbursed on any Transfer Date by the amount of the Excess Spread
allocated and available for that purpose as described under subsection
4.11(h).
SECTION 4.11. Excess Spread.  On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply Excess
Spread with respect to the related Monthly Period to make the following
distributions on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if
any, with respect to such Transfer Date will be used to fund the Class
A Required Amount and be applied in accordance with, and in the
priority set forth in, subsection 4.09(a);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if
any, with respect to such Transfer Date will be used to fund the Class
B Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.09(b) and then any remaining amount
available to pay the Class B Investor Default Amount shall be treated
as a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;

(d) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial Class B
Investor Interest for reasons other than the payment of principal to
the Class B Certificateholders (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed)
will be treated as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer Date;
(e) an amount equal to the Collateral Minimum Monthly
Interest plus the amount of any past due Collateral Minimum Monthly
Interest for such Transfer Date will be paid to the Collateral Interest
Holder in accordance with subsection 5.01(c);
(f) if the Seller or The Bank of New York is the
Servicer, an amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees will be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(h) an amount equal to the aggregate amount by which the
Collateral Interest Amount has been reduced for reasons other than the
payment of amounts with respect to the Collateral Monthly Principal
(but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(i) on each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve
Account terminates as described in Section 4.15(f), an amount up to the
excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount shall be deposited into the Reserve
Account; and
(j) the balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (i) above shall be
paid to the Collateral Interest Holder in accordance with subsection
5.01(c).
SECTION 4.12. Reallocated Principal Collections.  On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the
Class A Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Excess Spread with respect to the related
Monthly Period, shall be applied pursuant to subsections 4.09(a)(i),
(ii), (iii) and (iv); and
(b) an amount equal to the excess, if any, of (i) the
Class B Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Excess Spread allocated and available to the
Class B Certificates pursuant to subsection 4.11(c) on such Transfer
Date shall be applied first pursuant to subsections 4.09(b)(i) and (ii)
and then pursuant to subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest Amount
shall be reduced by the amount of Reallocated Collateral Principal
Collections and by the amount of Reallocated Class B Principal
Collections for such Transfer Date.  In the event that such reduction
would cause the Collateral Interest Amount (after giving effect to any
Collateral Charge-Offs for such Transfer Date) to be a negative number,
the Collateral Interest Amount (after giving effect to any Collateral
Charge-Offs for such Transfer Date) shall be reduced to zero and the
Class B Investor Interest shall be reduced by the amount by which the
Collateral Interest Amount would have been reduced below zero. In the
event that the reallocation of Reallocated Principal Collections would
cause the Class B Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Transfer Date) to be a negative number on
any Transfer Date, Reallocated Principal Collections shall be
reallocated on such Transfer Date in an aggregate amount not to exceed
the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer
Date) to be reduced to zero.
SECTION 4.13. Shared Principal Collections.
(a) T
he portion of Shared Principal Collections on deposit in the Principal
Account equal to the amount of Shared Principal Collections allocable
to Series 1999-G on any Transfer Date shall be applied as an Available
Investor Principal Collection pursuant to Section 4.09 and pursuant to
such Section 4.09 shall be deposited in the Distribution Account or
distributed to the Collateral Interest Holder in accordance with
subsection 5.01(c).

(b) Shared Principal Collections allocable to Series
1999-G with respect to any Transfer Date shall mean an amount equal to
the Series Principal Shortfall, if any, with respect to Series 1999-G
for such Transfer Date; provided, however, that if the aggregate amount
of Shared Principal Collections for all Series for such Transfer Date
is less than the Cumulative Series Principal Shortfall for such
Transfer Date, then Shared Principal Collections allocable to Series
1999-G on such Transfer Date shall equal the product of (i) Shared
Principal Collections for all Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with
respect to Series 1999-G for such Transfer Date and the denominator of
which is the aggregate amount of Cumulative Series Principal Shortfall
for all Series for such Transfer Date.
(c) Solely for the purpose of determining the amount of
Available Investor Principal Collections to be treated as Shared
Principal Collections on any Transfer Date allocable to other Series in
Group One, on each Determination Date, the Servicer shall determine the
Class A Required Amount, Class B Required Amount, Excess Spread and
Reallocated Principal Collections as of such Determination Date for the
following Transfer Date.
SECTION 4.14. Principal Funding Account.
(a) T
he Trustee shall establish and maintain with a Qualified Institution,
which may be the Trustee, in the name of the Trust, on behalf of the
Trust, for the benefit of the Investor Certificateholders, a segregated
trust account with the corporate trust department of such Qualified
Institution (the "Principal Funding Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Investor Certificateholders.  The Trustee shall possess
all right, title and interest in all funds on deposit from time to time
in the Principal Funding Account and in all proceeds thereof.  The
Principal Funding Account shall be under the sole dominion and control
of the Trustee for the benefit of the Investor Certificateholders.  If
at any time the institution holding the Principal Funding Account
ceases to be a Qualified Institution, the Seller shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Principal
Funding Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new
Principal Funding Account.  The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account
from time to time, in the amounts and for the purposes set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after
the commencement of the Controlled Accumulation Period or the Rapid
Accumulation Period) prior to the termination of the Principal Funding
Account make deposits into the Principal Funding Account in the amounts
specified in, and otherwise in accordance with, subsection 4.09(e).

(b) Funds on deposit in the Principal Funding Account
shall be invested at the direction of the Servicer by the Trustee in
Permitted Investments.  Funds on deposit in the Principal Funding
Account on any Transfer Date, after giving effect to any withdrawals
from the Principal Funding Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following Transfer Date.
The Trustee shall:
(i) hold each Permitted Investment (other than such
as are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in
clause (c) of the definition thereof to be registered in the name
of the Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date.  Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date with respect to the Controlled
Accumulation Period or the Rapid Accumulation Period and on the first
Transfer Date with respect to the Rapid Amortization Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on
deposit in the Principal Funding Account for application as Class A
Available Funds and Class B Available Funds in accordance with Section
4.09.
Principal Funding Investment Proceeds (including reinvested
interest) shall not be considered part of the amounts on deposit in the
Principal Funding Account for purposes of this Series Supplement.
SECTION 4.15. Reserve Account.
(a) The Trustee shall establish and maintain with a
Qualified Institution, which may be the Trustee in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution (the "Reserve Account"),
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Reserve Account and in all proceeds
thereof.  The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor
Certificateholders.  If at any time the institution holding the Reserve
Account ceases to be a Qualified Institution, the Seller shall notify
the Trustee, and the Trustee upon being notified (or the Servicer on
its behalf) shall, within 10 Business Days, establish a new Reserve
Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new
Reserve Account.  The Trustee, at the direction of the Servicer, shall
(i) make withdrawals from the Reserve Account from time to time in an
amount up to the Available Reserve Account Amount at such time, for the
purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Reserve Account Funding Date) prior to
termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with,
subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments.  Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account
on such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall:
(i) hold each Permitted Investment (other than such
as are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in
clause (c) of the definition thereof to be registered in the name
of the Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date.  Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in
the Reserve Account (to the extent that the Available Reserve Account
Amount is less than the Required Reserve Account Amount) and the
balance, if any, shall be deposited into the Finance Charge Account and
included in Class A Available Funds for such Transfer Date.  For
purposes of determining the availability of funds or the balance in the
Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period and on or before the earlier of (i) the
first Transfer Date with respect to the Rapid Accumulation Period and
(ii) the first Transfer Date with respect to the Rapid Amortization
Period, the Servicer shall calculate the Reserve Draw Amount; provided,
however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under
Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the Reserve
Account on such Transfer Date by the Trustee (acting in accordance with
the instructions of the Servicer) and deposited into the Finance Charge
Account for application in the following priority:
(i) an amount up to the excess, if any, of (x) an
amount equal to that portion of the Covered Amount computed
pursuant to clause (a) of the definition of Covered Amount over
(y) an amount equal to that portion of the Class A Available
Funds computed pursuant to clause (b) of the definition of Class
A Available Funds shall be treated as Class A Available Funds to
be applied pursuant to subsections 4.09(a)(i) and (ii); and
(ii) an amount up to the excess, if any, of (x) an
amount equal to that portion of the Covered Amount computed
pursuant to clause (b) of the definition of Covered Amount over
(y) an amount equal to that portion of the Class B Available
Funds computed pursuant to clause (b) of the definition of Class
B Available Funds shall be treated as Class B Available Funds to
be applied pursuant to subsection 4.09(b)(i).
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder in accordance with subsection 5.01(c),
an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) the first
Transfer Date with respect to the Rapid Accumulation Period, (iii) the
first Transfer Date with respect to the Rapid Amortization Period, and
(iv) the Transfer Date immediately preceding the Scheduled Payment
Date, the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Series
1999-G Certificateholders that are payable from the Reserve Account as
provided herein, shall withdraw from the Reserve Account and distribute
to the Collateral Interest Holder in accordance with subsection
5.01(c), all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this
Series Supplement.
SECTION 4.16. Swap Reserve Fund.
(a) The Trustee shall establish and maintain, at and upon
the direction of the Servicer, with a Qualified Institution, which may
be the Trustee, in the name of the Trust, on behalf of the Trust, for
the benefit of the Class A Certificateholders, the Swap Counterparty
and the Seller, as their interests appear herein, a segregated trust
account with the corporate trust department of such Qualified
Institution (the "Swap Reserve Fund"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Class A Certificateholders, the Swap Counterparty and the Seller.
The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Swap Reserve Fund and in all proceeds
thereof.  The Swap Reserve Fund shall be under the sole dominion and
control of the Trustee for the benefit of the Class A
Certificateholders, the Swap Counterparty and the Seller.  If at any
time the institution holding the Swap Reserve Fund ceases to be a
Qualified Institution, the Seller shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Swap Reserve Fund meeting the
conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Swap Reserve Fund.
The Trustee, at the direction of the Servicer, shall make withdrawals
from the Swap Reserve Fund from time to time in an amount up to the
Available Swap Reserve Fund Amount in the amounts and at the times set
forth in this Section 4.16.
(b) On the Closing Date, the Trustee shall deposit an
amount equal to the Required Swap Reserve Fund Amount received by it
from the Seller in immediately available funds into the Swap Reserve
Fund.  Funds on deposit in the Swap Reserve Fund shall be invested at
the direction of the Servicer by the Trustee in Permitted Investments;
provided, however, that, for purposes of the investment of funds on
deposit in the Swap Reserve Fund, references in the definition of
"Permitted Investments" to a rating of "A-1+" by Standard & Poor's
shall be modified to require a rating of not lower than "A-1" by such
Rating Agency.  Funds on deposit in the Swap Reserve Fund on any
Transfer Date, after giving effect to any withdrawals from the Swap
Reserve Fund on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee
shall:
(i) hold each Permitted Investment (other than such
as are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in
clause (c) of the definition thereof to be registered in the name
of the Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date.  Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Swap Reserve Fund shall be retained in
the Swap Reserve Fund (to the extent that the Available Swap Reserve
Fund Amount (prior to taking into account any such interest and
earnings) is less than the Required Swap Reserve Fund Amount) and the
balance, if any, shall be distributed to the Collateral Interest Holder
in accordance with subsection 5.01(c) on such Transfer Date.
(c) On or before each Transfer Date with respect to the
Rapid Accumulation Period and on or before the first Transfer Date with
respect to the Rapid Amortization Period if such Rapid Amortization
Period commences after the commencement of the Rapid Accumulation
Period, the Servicer shall calculate the "Swap Reserve Draw Amount"
which shall be equal to the amount, if any, by which the Principal
Funding Investment Proceeds for the related Transfer Date are less than
the Covered Amount determined as of such Transfer Date; provided,
however, that on the first Transfer Date with respect to the Rapid
Accumulation Period, the "Swap Reserve Draw Amount" shall equal the
amount, if any, by which the sum of (i) the Principal Funding
Investment Proceeds for such Transfer Date and (ii) the amount
withdrawn from the Reserve Account on such Transfer Date pursuant to
subsection 4.15(d)(i) are less than the amount computed pursuant to
clause (a) of the definition of Covered Amount for such Transfer Date.
(d) In the event that for any Transfer Date the Swap
Reserve Draw Amount is greater than zero, the Swap Reserve Draw Amount,
up to the Available Swap Reserve Fund Amount, shall be withdrawn from
the Swap Reserve Fund on such Transfer Date by the Trustee (acting in
accordance with the instructions of the Servicer), and deposited into
the Finance Charge Account and treated as Class A Available Funds for
such Transfer Date to be applied pursuant to subsection 4.09(a).
(e) In the event that for any Transfer Date the Trust
owes an amount to the Swap Counterparty due to an early termination of
the Interest Rate Swap pursuant to the terms thereof, the Trustee
(acting in accordance with the instructions of the Servicer) shall
withdraw from the Swap Reserve Fund on such Transfer Date and pay to
the Swap Counterparty an amount equal to the lesser of (a) the
Available Swap Reserve Fund Amount for such Transfer Date (after giving
effect to any withdrawal pursuant to subsection 4.16(d) on such
Transfer Date) and (b) the aggregate amount owed by the Trust to the
Swap Counterparty on such Transfer Date due to such early termination
of the Interest Rate Swap.
(f) In the event that the Swap Reserve Fund Surplus on
any Transfer Date, after giving effect to all withdrawals from the Swap
Reserve Fund with respect to such Transfer Date, is greater than zero,
the Trustee, acting in accordance with the instructions of the
Servicer, shall withdraw from the Swap Reserve Fund an amount equal to
such Swap Reserve Fund Surplus and distribution such amount to the
Collateral Interest Holder in accordance with subsection 5.01(c).
(g) Upon the earliest to occur of (i) the Transfer Date
immediately preceding the Scheduled Payment Date, (ii) the termination
of the Trust pursuant to Article XII of the Agreement and (iii) the
first Transfer Date with respect to the Rapid Amortization Period
(after taking into account all payments to be made on such date), the
Trustee, acting in accordance with the instructions of the Servicer,
after withdrawing all amounts owing from the Swap Reserve Fund as
provided herein, shall withdraw from the Swap Reserve Fund and
distribute to the Collateral Interest Holder in accordance with
subsection 5.01(c) amounts, if any, on deposit in the Swap Reserve
Fund, and the Swap Reserve Fund shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 4.17. [RESERVED].
SECTION 4.18. Seller's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Seller fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02 and 12.01)
required to be made or given by the Servicer or Seller, respectively,
at the time specified in the Agreement (including applicable grace
periods), the Trustee shall make such payment or deposit from the
applicable Investor Account without instruction from the Servicer or
Seller.  The Trustee shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof;
provided, however, that the Trustee shall in all cases be deemed to
have sufficient information to determine the amount of interest payable
to the Series 1999-G Certificateholders on each Distribution Date.  The
Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make
such payment, deposit or withdrawal.  Such funds or the proceeds of
such withdrawal shall be applied by the Trustee in the manner in which
such payment or deposit should have been made by the Seller or the
Servicer, as the case may be.
SECTION 4.19. Interest Rate Swap.
(a) T
he Trustee shall enter into the Interest Rate Swap, certain terms of
which are set forth herein for the convenience of the parties thereto
for incorporation therein by reference, with the Swap Counterparty on
the Closing Date.  Pursuant to the terms of the Interest Rate Swap, the
Swap Counterparty shall pay to the Trustee on each Transfer Date the
Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due
but not paid with respect to any previous Transfer Date.  The Trustee
shall deposit such Net Swap Receipts, if any, into the Finance Charge
Account and shall apply such amounts as Class A Available Funds
pursuant to subsection 4.09(a).  In addition, in accordance with the
terms of the Interest Rate Swap, the Trustee shall pay to the Swap
Counterparty the Net Swap Payment, if any, for such Transfer Date, plus
the amount of any Net Swap Payment due but not paid on any previous
Transfer Date, from amounts applied pursuant to subsections
4.09(a)(ii).  If the Interest Rate Swap has not been terminated and the
Trustee has not received any Net Swap Receipt due with respect to the
related Distribution Date prior to 10:00 a.m. on the date such payment
is due, (i) the Trustee shall notify the Swap Counterparty, the Seller
and the Servicer of such fact prior to 12:00 p.m. on such date, (ii)
the Trustee, if directed by the Servicer, shall designate an Early
Termination Date (as such term is defined in the Interest Rate Swap)
pursuant to the Interest Rate Swap and shall, if the Seller so directs,
terminate the Interest Rate Swap pursuant to its terms, and (iii) the
Servicer shall provide the Trustee, prior to 4:30 p.m. on the related
Transfer Date, with new statements substantially in the forms of
Exhibit B and Exhibit C to this Series Supplement revised, if
necessary, to reflect that the Net Swap Receipt (or any portion
thereof) was not received by the Trustee for such Transfer Date.
(b) Following the termination of the Interest Rate Swap
pursuant to the terms thereof, the Swap Counterparty shall pay to the
Trustee the amount of the termination payment, if any, to be made by
the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap.
The Trustee shall, promptly upon receipt of such termination payment,
if any, and at the direction of the Servicer distribute the amount of
such termination payment to the Collateral Interest Holder in
accordance with subsection 5.01(c).
(c) The Trustee, at the direction of the Seller, shall
direct the Swap Counterparty to assign its rights and obligations under
the Interest Rate Swap to a replacement Swap Counterparty, in the event
that the long-term credit rating of the Swap Counterparty is reduced
below BBB- by Standard & Poor's or below Baa3 by Moody's or is
withdrawn by either Standard & Poor's or Moody's.  The Seller shall
give Standard & Poor's and Moody's notice of the replacement of the
Swap Counterparty as soon as practicable thereafter.
(d) The parties hereto agree that all obligations of the
Trustee on behalf of the Trust under the Interest Rate Swap shall be
paid from, and limited to, funds specifically available therefor
pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series
Supplement and that the Trustee shall not be required to expend or risk
its own funds or otherwise incur any liability in connection with the
Interest Rate Swap.
(e) If the Trustee has actual knowledge of any event
specified in Section 5 of the Interest Rate Swap, the Trustee shall
provide written notice of such event to the Servicer, the Seller and
the Rating Agencies.  The Seller, upon becoming aware of any event
specified in Section 5 of the Interest Rate Swap, whether pursuant to
notice from the Trustee or otherwise, shall immediately provide the
Trustee with written instructions as to the course of action to be
taken under Section 6 of the Interest Rate Swap, including without
limitation any notices to be provided and whether or not an Early
Termination Date (as defined in the Interest Rate Swap) should be
designated and, if so, when such Early Termination Date should be
designated.  Prior to receiving such written instructions from the
Seller, the Trustee shall not designate an Early Termination Date and
shall not terminate the Interest Rate Swap.
(f) At the request of the Trustee, the Seller shall
provide the Trustee with any document the Trustee is required to
provide the Swap Counterparty pursuant to Section 4(a) of the Interest
Rate Swap.
(g) In the event the long-term credit rating of the Swap
Counterparty is reduced below AA- by Standard & Poor's or below Aa3 by
Moody's or is withdrawn by either Standard & Poor's or Moody's, the
Swap Counterparty will be required within 30 days from the date of such
reduction or withdrawal to fund an account (the "Interest Reserve
Account") in an amount equal to one-twelfth of the product of (a) the
Swap Fixed Rate and (b) the Notional Amount as of the Record Date
preceding such reduction or withdrawal (the "Required Interest Reserve
Amount").  The Swap Counterparty's failure to adequately fund the
Interest Reserve Account within 30 days of such reduction or withdrawal
shall constitute an "Interest Reserve Account Event."
SECTION 4.20. Interest Reserve Account.
(a) T
he Trustee shall establish and maintain, at and upon the direction of
the Servicer, the Interest Reserve Account with a Qualified
Institution, which may be the Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Class A Certificateholders,
a segregated trust account with the corporate trust department of such
Qualified Institution, bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class A
Certificateholders.  The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Interest
Reserve Account and in all proceeds thereof.  The Interest Reserve
Account shall be under the sole dominion and control of the Trustee for
the benefit of the Class A Certificateholders.  If at any time the
institution holding the Interest Reserve Account ceases to be a
Qualified Institution, the Seller shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Interest Reserve Account
meeting the conditions specified above with a Qualified Institution,
and shall transfer any cash or any investments to such new Interest
Reserve Account.
(b) Funds on deposit in the Interest Reserve Account
shall be invested at the direction of the Swap Counterparty by the
Trustee in Permitted Investments.  Funds on deposit in the Interest
Reserve Account on any Transfer Date shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee
shall:
(i) hold each Permitted Investment (other than such
as are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in
clause (c) of the definition thereof to be registered in the name
of the Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date.  Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Interest Reserve Account shall be
retained in the Interest Reserve Account to the extent that the
Required Interest Reserve Amount exceeds the amount on deposit in the
Interest Reserve Account.  To the extent that the amount on deposit in
the Interest Reserve Account exceeds the Required Interest Reserve
Amount (after taking into effect any withdrawals required to be made on
such Transfer Date), the amount of such excess shall be withdrawn from
the Interest Reserve Account and distributed to the Swap Counterparty
on such Transfer Date.  For purposes of determining the availability of
funds or the balance in the Interest Reserve Account for any reason
under this Series Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall be deemed
not to be available or on deposit.
(c) In the event that the Interest Rate Swap terminates
due to a default by the Swap Counterparty, on the Transfer Date on or
immediately following such termination, the Trustee, at the direction
of the Servicer, shall withdraw from the Interest Reserve Account an
amount equal to the least of (i) the Net Swap Receipt, if any, with
respect to such Transfer Date plus the amount of any Net Swap Receipt
previously due but not paid to the Trust, (ii) the amount on deposit in
the Interest Reserve Account on such Transfer Date and (iii) the
Required Interest Reserve Amount, and shall deposit such amount in the
Finance Charge Account to be included in Class A Available Funds with
respect to such Transfer Date and give notice of such withdrawal to
each Rating Agency.
(d) Upon the earliest to occur of (i) the Transfer Date
on or immediately following the termination of the Interest Rate Swap,
(ii) the Transfer Date immediately preceding the Scheduled Payment
Date, (iii) the termination of the Trust pursuant to Article XII of the
Agreement, (iv) the Series 1999-G Termination Date and (v) the first
Transfer Date relating to the Rapid Amortization Period (after taking
into account all payments to be made on such date), the Trustee, acting
in accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 1999-G Certificateholders
that are payable from the Interest Reserve Account as provided herein,
shall withdraw from the Interest Reserve Account and pay to the Swap
Counterparty pursuant to the terms of the Interest Rate Swap, all
amounts, if any, on deposit in the Interest Reserve Account, and the
Interest Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 8. Article V of the Agreement.  Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01	Distributions.
(a) On each Distribution Date, the Trustee shall
distribute (in accordance with the certificate delivered on or before
the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.04(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.04(e) or Section 12.03 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as
are payable to the Class A Certificateholders pursuant to Section 4.09
by check mailed to each Class A Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register),
except that with respect to Class A Certificates registered in the name
of the nominee of a Clearing Agency, such distribution shall be made in
immediately available funds.
(b) On each Distribution Date, the Trustee shall
distribute (in accordance with the certificate delivered on or before
the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.04(b)) to each Class B Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.04(e) or Section 12.03 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as
are payable to the Class B Certificateholders pursuant to Section 4.09
by check mailed to each Class B Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register),
except that with respect to Class B Certificates registered in the name
of the nominee of a Clearing Agency, such distribution shall be made in
immediately available funds.
(c) On each Transfer Date, the Trustee shall distribute
to the Collateral Interest Holder the aggregate amount payable to the
Collateral Interest Holder pursuant to Sections 4.09, 4.11, 4.15, 4.16
and 4.19 to the Collateral Interest Holder's account, as specified in
writing by the Collateral Interest Holder, in immediately available
funds.
SECTION 5.02	Monthly Series 1999-G Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee
shall forward to each Series 1999-G Certificateholder, each Rating
Agency and the Collateral Interest Holder a statement substantially in
the form of Exhibit C to this Series Supplement prepared by the
Servicer, delivered to the Trustee and setting forth, among other
things, the following information (which, in the case of subclauses
(i), (ii) and (iii) below, shall be stated on the basis of an original
principal amount of $1,000 per Certificate and, in the case of
subclauses (ix) and (x) shall be stated on an aggregate basis and on
the basis of an original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution;
(ii) the amount of the current distribution
allocable to Class A Monthly Principal, Class B Monthly Principal
and Collateral Monthly Principal, respectively;
(iii) the amount of the current distribution
allocable to Class A Monthly Interest, Class A Deficiency
Amounts, Class A Additional Interest, Class B Monthly Interest,
Class B Deficiency Amounts, Class B Additional Interest,
Collateral Minimum Monthly Interest, and any past due Collateral
Minimum Monthly Interest, respectively;
(iv) the amount of Collections of Principal
Receivables processed during the related Monthly Period and
allocated in respect of the Class A Certificates, the Class B
Certificates and the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Class A Certificates, the Class B
Certificates and the Collateral Interest, respectively;
(vi) the aggregate amount of Principal Receivables,
the Investor Interest, the Adjusted Investor Interest, the Class
A Investor Interest, the Class A Adjusted Investor Interest, the
Class B Investor Interest, Class B Adjusted Investor Interest,
the Collateral Interest Amount, the Collateral Interest Adjusted
Amount, the Floating Investor Percentage, the Class A Floating
Allocation, the Class B Floating Allocation, the Collateral
Floating Allocation and the Fixed Investor Percentage, Class A
Fixed Allocation, the Class B Fixed Allocation and the Collateral
Fixed Allocation with respect to the Principal Receivables in the
Trust as of the end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which were 30 to 59, 60 to 89, 90 to 119, 120 to 149 and 150 or
more days delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount,
the Class A Investor Default Amount, the Class B Investor Default
Amount and the Collateral Default Amount for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-
Offs for the related Monthly Period;
(x) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-
Offs reimbursed on the Transfer Date immediately preceding such
Distribution Date;
(xi) the amount of the Class A Servicing Fee, the
Class B Servicing Fee, the Collateral Interest Servicing Fee and
the Servicer Interchange for the related Monthly Period;
(xii) the Portfolio Yield for the preceding Monthly
Period;
(xiii) the amount of Reallocated Collateral
Principal Collections and Reallocated Class B Principal
Collections with respect to such Distribution Date;
(xiv) the Class A Investor Interest, the Class A
Adjusted Investor Interest, the Class B Investor Interest, the
Class B Adjusted Investor Interest, the Collateral Interest
Amount and the Collateral Interest Adjusted Amount as of the
close of business on such Distribution Date;
(xv) the Principal Funding Account Balance on the
Transfer Date;
(xvi) the Accumulation Shortfall;
(xvii) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date;
(xviii) the Principal Funding Investment
Shortfall on the related Transfer Date;
(xix) the amount of Class A Available Funds, Class B
Available Funds and Collateral Available Funds on deposit in the
Finance Charge Account on the related Transfer Date; and
(xx) such other items as are set forth in Exhibit C
to this Series Supplement.
(b) Annual Certificateholders' Tax Statement.  On or
before January 31 of each calendar year, beginning with calendar year
2000, the Trustee shall distribute to each Person who at any time
during the preceding calendar year was a Series 1999-G
Certificateholder, a statement prepared by the Servicer containing the
information required to be contained in the regular monthly report to
Series 1999-G Certificateholders, as set forth in subclauses (i), (ii)
and (iii) above, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series 1999-G
Certificateholder, together with such other customary information
(consistent with the treatment of the Certificates as debt) as the
Servicer deems necessary or desirable to enable the Series 1999-G
Certificateholders to prepare their tax returns.  Such obligations of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Internal Revenue Code as from time
to time in effect.
SECTION 9. Series 1999-G Pay Out Events.  If any one of
the following events shall occur with respect to the Investor
Certificates:
(a) failure on the part of the Seller (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B)
this Series Supplement, on or before the date occurring five days after
the date such payment or deposit is required to be made herein or (ii)
duly to observe or perform in any material respect any covenants or
agreements of the Seller set forth in the Agreement or this Series
Supplement (including, without limitation, the covenant of the Seller
contained in Section 11 of this Series Supplement), which failure has a
material adverse effect on the Series 1999-G Certificateholders (which
determination shall be made without reference to whether any funds are
available under the Collateral Interest) and which continues unremedied
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Seller by the Trustee, or to the Seller and the Trustee by the
Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series
1999-G, and continues to affect materially and adversely the interests
of the Series 1999-G Certificateholders (which determination shall be
made without reference to whether any funds are available under the
Collateral Interest) for such period;
(b) any representation or warranty made by the Seller in
the Agreement or this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Seller pursuant to Section 2.01 or 2.06, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 60
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by the Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than
50% of the Investor Interest of this Series 1999-G, and (ii) as a
result of which the interests of the Series 1999-G Certificateholders
are materially and adversely affected (which determination shall be
made without reference to whether any funds are available under the
Collateral Interest) and continue to be materially and adversely
affected for such period; provided, however, that a Series 1999-G Pay
Out Event pursuant to this subsection 9(b) hereof shall not be deemed
to have occurred hereunder if the Seller has accepted reassignment of
the related Receivable, or all of such Receivables, if applicable,
during such period in accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is less than the average of the Base Rates
for such period;
(d) the Seller shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required
by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1999-G Certificateholders; or
(f) the Investor Interest shall not be paid in full on
the Scheduled Payment Date; then, in the case of any event described in
subsection 9(a), (b) or (e) hereof, after the applicable grace period
set forth in such subparagraphs, if any, either the Trustee or Holders
of Series 1999-G Certificates and the Collateral Interest Holder
evidencing Undivided Interests aggregating not less than 50% of the
Investor Interest of this Series 1999-G by notice then given in writing
to the Seller and the Servicer (and to the Trustee if given by the
Certificateholders) may declare that a pay out event (a "Series 1999-G
Pay Out Event") has occurred as of the date of such notice, and in the
case of any event described in subsection 9(c), (d) or (f) hereof, a
Series 1999-G Pay Out Event shall occur without any notice or other
action on the part of the Trustee or the Investor Certificateholders
immediately upon the occurrence of such event.
SECTION 10. Series 1999-G Termination.  The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1999-G
Termination Date.
SECTION 11. Periodic Finance Charges and Other Fees.  The
Seller hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Seller to be necessary in
order for the Seller to maintain its credit card business, based upon a
good faith assessment by the Seller, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of such reduction, the
Seller's reasonable expectation of the Portfolio Yield as of such date
would be less than the then Base Rate.
SECTION 12. Limitations on Addition of Accounts.  The
Seller agrees that it shall not designate any Additional Accounts
pursuant to subsection 2.06(b) unless on or prior to the related
Addition Date, the Seller shall have provided the Collateral Interest
Holder with an Officer's Certificate certifying that such designation
of such Additional Accounts will not, as of the related Addition Date,
(a) be reasonably expected by the Seller to result in a reduction or
withdrawal by the Rating Agency of its rating for the Investor
Certificates or (b) cause a Series 1999-G Pay Out Event.
SECTION 13. Counterparts.  This Series Supplement may be
executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
SECTION 14. Governing Law.  THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. Additional Notices.
(a) For so long as the Investor Certificates shall be
outstanding, the Seller agrees to provide Fitch with the notice
provided to each Rating Agency in subsection 2.06(c)(i) and agrees to
provide to Fitch and Standard and Poor's the Opinion of Counsel
provided to Moody's pursuant to subsection 2.06(c)(vi), in each case in
the times and the manner provided for in such subsections.
(b) The Seller shall notify the Collateral Interest
Holder promptly after becoming aware of any Lien on any Receivable
other than the conveyances under the Agreement.  The Seller will notify
the Collateral Interest Holder of any merger, consolidation, assumption
or transfer referred to in Section 7.02.
SECTION 16. Additional Representations and Warranties of
the Servicer.  MBNA America Bank, National Association, as initial
Servicer, hereby makes, and any Successor Servicer by its appointment
under the Agreement shall make the following representations and
warranties:
(a) All Consents.  All authorizations, consents, orders
or approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Series Supplement by
the Servicer and the performance of the transactions contemplated by
this Series Supplement by the Servicer, have been duly obtained,
effected or given and are in full force and effect.
(b) Rescission or Cancellation.  The Servicer shall not
permit any rescission or cancellation of any Receivable except as
ordered by a court of competent jurisdiction or other Governmental
Authority or in accordance with the normal operating procedures of the
Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes.
Except in connection with its enforcement or collection of an Account,
the Servicer will take no action to cause any Receivable to be
evidenced by an instrument (as defined in the UCC as in effect in the
State of Delaware).
SECTION 17. No Petition.  The Seller, the Servicer and the
Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1999-G Certificate hereby
covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 18. Certain Tax Related Amendments.  In addition to
being subject to amendment pursuant to any other provisions relating to
amendments in either the Agreement or this Series Supplement, this
Series Supplement may be amended by the Seller without the consent of
the Servicer, Trustee or any Investor Certificateholder if the Seller
provides the Trustee with (i) an Opinion of Counsel to the effect that
such amendment or modification would reduce the risk the Trust would be
treated as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or modification
would not materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be deemed
effective without the Trustee's consent, if the Trustee's rights,
duties and obligations hereunder are thereby modified.  Promptly after
the effectiveness of any amendment pursuant to this Section 18, the
Seller shall deliver a copy of such amendment to each of the Servicer,
the Trustee and each Rating Agency.
SECTION 19. Transfers of the Collateral Interest.
(a) Unless otherwise consented to by the Seller, no
portion of the Collateral Interest or any interest therein may be sold,
conveyed, assigned, hypothecated, pledged, participated, exchanged or
otherwise transferred (each, a "Transfer") except in accordance with
this Section 19 and only to a Permitted Assignee.  Any attempted or
purported transfer, assignment, exchange, conveyance, pledge,
hypothecation or grant other than to a Permitted Assignee shall be
void.  Unless otherwise consented to by the Seller, no portion of the
Collateral Interest or any interest therein may be Transferred to any
Person (each such Person acquiring the Collateral Interest or any
interest therein, an "Assignee") unless such Assignee shall have
executed and delivered to the Seller on or before the effective date of
any Transfer a letter substantially in the form attached hereto as
Exhibit D (an "Investment Letter"), executed by such Assignee, with
respect to the related Transfer to such Assignee of all or a portion of
the Collateral Interest.
(b) Each Assignee will certify that the Collateral
Interest or the interest therein purchased by such Assignee will be
acquired for investment only and not with a view to any public
distribution thereof, and that such Assignee will not offer to sell or
otherwise dispose of the Collateral Interest or any interest therein so
acquired by it in violation of any of the registration requirements of
the Securities Act, or any applicable state or other securities laws.
Each Assignee will acknowledge and agree that (i) it has no right to
require the Seller to register under the Securities Act or any other
securities law the Collateral Interest or the interest therein to be
acquired by the Assignee and (ii) the sale of the Collateral Interest
is not being made by means of the Prospectus.  Each Assignee will agree
with the Seller that: (a) such Assignee will deliver to the Seller on
or before the effective date of any Transfer a letter in the form
annexed hereto as Exhibit D (an "Investment Letter"), executed by such
Assignee with respect to the purchase by such Assignee of all or a
portion of the Collateral Interest and (b) all of the statements made
by such Assignee in its Investment Letter shall be true and correct as
of the date made.

(c) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that it is
not, (a) an "employee benefit plan" (as defined in Section 3(3) of
ERISA), including governmental plans and church plans, (b) any "plan"
(as defined in Section 4975(e)(1) of the Code) including individual
retirement accounts and Xxxxx plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R.2510.3-101
or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general
account.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Series 1999-G Supplement to be duly executed
by their respective officers as of the day and year first above
written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer


By:__/s/ Xxxxx X. Hamstead_________
Xxxxx X. Xxxxxxxx
First Vice President



THE BANK OF NEW YORK,
Trustee


By:__/s/Xxxxx X. Maccou____________
Name: Xxxxx X. Xxxxxx
Title: Assistant Treasurer













[Signature Page to Series 1999-G Supplement dated as of July 29, 1999]
EXHIBIT A-1


FORM OF CERTIFICATE

CLASS A

Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.


No. __	$__________
	CUSIP No. _________

MBNA MASTER CREDIT CARD TRUST II
CLASS A 6.35%
ASSET BACKED CERTIFICATE, SERIES 1999-G


Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.

(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)

This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996, as of June 2, 1998 and as of
January 10, 1999, as supplemented by the Series 1999-G Supplement dated
as of July 29, 1999 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National Association, as
Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of
New York, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinbelow.  The Series
1999-G Certificates are issued in two classes, the Class A Certificates
(of which this certificate is one) and the Class B Certificates, which
are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.

The Seller has structured the Pooling and Servicing
Agreement and the Series 1999-G Certificates with the intention that
the Series 1999-G Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 1999-G Certificateholder (or
Series 1999-G Certificate Owner) by acceptance of its Series 1999-G
Certificate (or in the case of a Series 1999-G Certificate Owner, by
virtue of such Series 1999-G Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1999-G Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income.  Each Series 1999-G
Certificateholder agrees that it will cause any Series 1999-G
Certificate Owner acquiring an interest in a Series 1999-G Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1999-G Certificates as indebtedness for certain
tax purposes.

To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.  This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by virtue of
the acceptance hereof assents and by which the Class A
Certificateholder is bound.

Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class A Certificate is
qualified in its entirety by the terms and provisions of the Pooling
and Servicing Agreement and reference is made to that Pooling and
Servicing Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee.

Interest will accrue on the Class A Certificates at the
rate of 6.35% per annum from and including the Closing Date, as more
specifically set forth in the Pooling and Servicing Agreement, and will
be distributed on September 15, 1999 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class A
Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date.  During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A
Monthly Principal will be distributed to the Class A Certificateholders
on each Distribution Date commencing in the month following the
commencement of the Rapid Amortization Period until the Class A
Certificates have been paid in full.  During the Controlled
Accumulation Period and the Rapid Accumulation Period, in addition to
monthly payments of Class A Monthly Interest, the amount on deposit in
the Principal Funding Account (but not in excess of the Class A
Investor Interest) will be distributed as principal to the Class A
Certificateholders on the July 2004 Distribution Date, unless
distributed earlier as a result of the commencement of the Rapid
Amortization Period in accordance with the Pooling and Servicing
Agreement.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class A Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
		IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 1999-G Class A Certificate to be duly executed
under its official seal.



By:_______________________________
	Authorized Officer

[Seal]

Attested to:


By:________________________
	Cashier


Date:  __________ ____, 1999


Form of Trustee's Certificate of Authentication

CERTIFICATE OF AUTHENTICATION


This is one of the Series 1999-G Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.


THE BANK OF NEW YORK,
  Trustee


By:________________________
	Authorized Signatory



Date: __________ ____, 1999
EXHIBIT A-2


FORM OF CERTIFICATE

CLASS B

Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.

No. __	$__________
	CUSIP No. _________

MBNA MASTER CREDIT CARD TRUST II
CLASS B 6.60%
ASSET BACKED CERTIFICATE, SERIES 1999-G


Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.

(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)

This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996, as of June 2, 1998 and as of
January 10, 1999, as supplemented by the Series 1999-G Supplement dated
as of July 29, 1999 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National Association, as
Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of
New York, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinbelow.  The Series
1999-G Certificates are issued in two classes, the Class A Certificates
and the Class B Certificates (of which this certificate is one), which
are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.

The Seller has structured the Pooling and Servicing
Agreement and the Series 1999-G Certificates with the intention that
the Series 1999-G Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 1999-G Certificateholder (or
Series 1999-G Certificate Owner) by acceptance of its Series 1999-G
Certificate (or in the case of a Series 1999-G Certificate Owner, by
virtue of such Series 1999-G Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1999-G Certificates (or
any beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income.  Each Series 1999-G
Certificateholder agrees that it will cause any Series 1999-G
Certificate Owner acquiring an interest in a Series 1999-G Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1999-G Certificates as indebtedness for certain
tax purposes.

To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.  This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by virtue of
the acceptance hereof assents and by which the Class B
Certificateholder is bound.

Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Class B Certificate is
qualified in its entirety by the terms and provisions of the Pooling
and Servicing Agreement and reference is made to that Pooling and
Servicing Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee.

Interest will accrue on the Class B Certificates at the
rate of 6.60% per annum from and including the Closing Date, as more
specifically set forth in the Pooling and Servicing Agreement, and will
be distributed on September 15, 1999 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class B
Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date.  During the Rapid
Amortization Period, in addition to Class B Monthly Interest, Class B
Monthly Principal will be distributed to the Class B Certificateholders
on each Distribution Date commencing in the month on which the Class A
Investor Interest is paid in full.  During the Rapid Accumulation
Period after the Principal Funding Account Balance equals the Class A
Investor Interest, in addition to monthly payments of Class B Monthly
Interest, the amount on deposit in the Principal Funding Account in
excess of the Class A Investor Interest and in an amount not to exceed
the Class B Investor Interest and Available Investor Principal
Collections not required to be deposited into the Principal Funding
Account in respect of the Class A Investor Interest will be distributed
as principal to the Class B Certificateholders.  During the Controlled
Accumulation Period following the payment in full of the Class A
Investor Interest, the amount on deposit in the Principal Funding
Account in excess of the Class A Investor Interest and in an amount not
to exceed the Class B Investor Interest will be distributed as
principal to the Class B Certificateholders on the July 2004
Distribution Date, unless distributed earlier as a result of the
commencement of the Rapid Amortization Period or the Rapid Accumulation
Period in accordance with the Pooling and Servicing Agreement.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Class B Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 1999-G Class B Certificate to be duly executed
under its official seal.



By:_______________________________
	Authorized Officer

[Seal]

Attested to:


By:________________________
	Cashier


Date: __________ ____, 1999


Form of Trustee's Certificate of Authentication

CERTIFICATE OF AUTHENTICATION


		This is one of the Series 1999-G Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.


THE BANK OF NEW YORK
  Trustee


By:________________________
	Authorized Signatory


Date: __________ ____, 1999

EXHIBIT B


FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1999-G
MONTHLY PERIOD ENDING _________ __, ____

Capitalized terms used in this notice have their respective meanings
set forth in the Pooling and Servicing Agreement.  References herein to
certain sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement as
supplemented by the Series 1999-G Supplement.  This notice is delivered
pursuant to Section 4.09.

	A)	MBNA is the Servicer under the Pooling and Servicing
Agreement.
	B)	The undersigned is a Servicing Officer.
	C)	The date of this notice is on or before the related
Transfer Date under the Pooling and Servicing Agreement.

I.  INSTRUCTION TO MAKE A WITHDRAWAL

Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
(i) to make withdrawals from the Finance Charge Account, the Principal
Account, and the Principal Funding Account on _________ __, ____, which
date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts
and (ii) to apply the proceeds of such withdrawals in accordance with
subsection 3(a) of the Series 1999-G Supplement and Section 4.09 of the
Pooling and Servicing Agreement:

A.Pursuant to subsection 3(a) of the Series 1999-G Supplement:-----
---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
---1.-Class A Monthly Interest at the Class A Certificate Rate on the
Class A Investor Interest-$___________
---2.-Class A Deficiency Amount-$___________
---3.-Class A Additional Interest-$___________
C.Pursuant to Subsection 4.09(a) (ii):-----
-1.-Net Swap Payment, if any,-$___________
-2.-Net Swap Payments due but not paid on any prior Transfer Date-
$___________
-----
D.Pursuant to Subsection 4.09(a) (iii):-----
---1.-Class A Servicing Fee-$___________
---2.-Accrued and unpaid Class A Servicing Fee-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
---1.-Class A Investor Default Amount-$___________
F.Pursuant to subsection 4.09(a)(v):-----
---1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
G.Pursuant to subsection 4.09(b)(i):-----
---1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
---2.-Class B Deficiency Amount-$___________
---3.-Class B Additional Interest-$___________
H.Pursuant to subsection 4.09(b)(ii):-----
---1.-Class B Servicing Fee-$___________
---2.-Accrued and unpaid Class B Servicing Fee-$___________
I.Pursuant to subsection 4.09(b)(iii):-----
---1.-Portion of Excess Spread from Class B Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
J.Pursuant to subsection 4.09(c)(i):-----
---1.-Collateral Interest Servicing Fee, if applicable-$___________
---2.-Accrued and unpaid Collateral Interest Servicing Fee, if
applicable-$___________
K.Pursuant to subsection 4.09(c)(ii):-----
---1.-Portion of Excess Spread from Collateral Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
----Total-$___________

L.Pursuant to subsection 4.09(d)(i):-----
---1.-Amount to be treated as Shared Principal Collections-$___________
M.Pursuant to subsection 4.09(d)(ii):-----
---1.-Amount to be paid to the Holder of the Seller Interest-
$___________
---2.-Unallocated Principal Collections-$___________
N.Pursuant to subsection 4.09(e)(i):-----
---1.-Class A Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(ii):-----
---1.-Class B Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iii)-----
---1.-Collateral Monthly Principal to be distributed to the Collateral
Interest Holder in accordance with subsection 5.01(c)-$___________
Q.Pursuant to subsection 4.09(e)(iv):-----
---1.-Amount to be treated as Shared Principal Collections-$___________
R.Pursuant to subsection 4.09(e)(v):-----
---1.-Amount to be paid to the Holder of the Seller Interest-
$___________
---2.-Unallocated Principal Collections-$___________
----Total-$___________
S.Pursuant to subsection 4.09(f):-----
---1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________

II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
to pay in accordance with Section 5.01 from the Distribution Account on
_________ __, ____, which date is a Distribution Date under the Pooling
and Servicing Agreement, amounts so deposited in the Distribution
Account pursuant to Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
---1.-Amount to be distributed to Class A Certificateholders-
$___________
---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
---1.-Amount to be distributed to the Class A Certificateholders-
$___________
C.Pursuant to subsection 4.09(h)(ii):-----
---1.-Amount to be distributed to the Class B Certificateholders-
$___________
-----
II.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Monthly Period
and to make the following distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if any, which
will be used to fund the Class A Required Amount and be applied in
accordance with, and in the priority set forth in, subsection 4.09(a)--
$___________
B.
---The amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if any, which
will be used to fund the Class B Required Amount and be applied first
in accordance with, and in the priority set forth in, subsection
4.09(b) and then any amount available to pay the Class B Investor
Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) which will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account--$___________
E.---The amount equal to the Collateral Minimum Monthly Interest plus
the amount of any past due Collateral Minimum Monthly Interest which
will be paid to the Collateral Interest Holder for application in
accordance with subsection 5.01(c)--$___________
F.---The amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees which will be paid to the Servicer
if the Seller or The Bank of New York is the Servicer--$___________
G.---The amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
H.---The amount equal to the aggregate amount by which the Collateral
Interest Amount has been reduced for reasons other than the payment of
amounts with respect to the Collateral Monthly Principal (but not in
excess of the aggregate amount of such reductions which have not been
previously reimbursed) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
I.---On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any,
of the Required Reserve Account Amount over the Available Reserve
Account Amount which shall be deposited into the Reserve Account--
$___________
J.---The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above which shall be
deposited into the Distribution Account and distributed to the
Collateral Interest Holder in accordance with subsection 5.01(c)--
$___________
-----
III.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related
Monthly Period in the following amounts:-----
A.Reallocated Collateral Principal Receivables-----$___________
B.Reallocated Class B Principal Receivables-----$___________
-----
IV.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month-----
A.  Subsections 4.09(a)(i) and (b)(i):---
-(1)-The aggregate amount of the Class A Deficiency Amount-$___________
-(2)-The aggregate amount of the Class B Deficiency Amount-$___________
B.  Subsections 4.09(a)(iii) and (b)(ii):---
-The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees--$___________
C.  Section 4.10:---
-The aggregate amount of all unreimbursed Investor Charge Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of __________, ____.

MBNA AMERICA BANK,
  NATIONAL ASSOCIATION,
  Servicer


By:_________________________
     Name:
     Title:

EXHIBIT C


FORM OF MONTHLY SERIES 1999-G CERTIFICATEHOLDERS' STATEMENT

Series 0000-X

XXXX XXXXXXX BANK, NATIONAL ASSOCIATION

_____________________________________________


MBNA MASTER CREDIT CARD TRUST II

_____________________________________________

	The information which is required to be prepared with respect to
the distribution date of ______ __, ____  and with respect to the
performance of the Trust during the related Monthly Period.

	Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on
the Basis of $1,000 Original Certificate Principal Amount)---
-1.-The amount of the current monthly distribution in respect of Class
A Monthly Principal--$__________
-2.-The amount of the current monthly distribution in respect of Class
B Monthly Principal--$__________
-3.-The amount of the current monthly distribution in respect of
Collateral Monthly Principal--$__________
-4.-The amount of the current monthly distribution in respect of Class
A Monthly Interest --$__________
-5.-The amount of the current monthly distribution in respect of Class
A Deficiency Amounts--$__________
-6.-The amount of the current monthly distribution in respect of Class
A Additional Interest--$__________
-7.-The amount of the current monthly distribution in respect of Class
B Monthly Interest--$__________
-8.-The amount of the current monthly distribution in respect of Class
B Deficiency Amounts--$__________
-9.-The amount of the current monthly distribution in respect of Class
B Additional Interest--$__________
-10.-The amount of the current monthly distribution in respect of
Collateral Minimum Monthly Interest--$__________
-11.-The amount of the current monthly distribution in respect of any
accrued and unpaid Collateral Minimum Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
-1.-Collection of Principal Receivables--
--(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
--(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Collateral Interest-$__________
-2.-Principal Receivables in the Trust--
--(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
--(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1999-G as of the end of the day on the
last day of the related Monthly Period -$__________
--(c)-The amount of Principal Receivables in the Trust represented by
the Series 1999-G Adjusted Investor Interest as of the end of the day
on the last day of the related Monthly Period-$__________
--(d)-The amount of Principal Receivables in the Trust represented by
the Class A Investor Interest as of the end of the day on the last day
of the related Monthly Period-$__________
--(e)-The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period -$__________
--(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
--(g)-The amount of Principal Receivables in the Trust represented by
the Class B Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period-$__________
--(h)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest Amount as of the end of the day on the last day
of the related Monthly Period-$__________
--(i)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest Adjusted Amount as of the end of the day on the
last day of the related Monthly Period-$__________
--(j)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
--(k)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
--(l)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
--(m)-The Collateral Floating Allocation with respect to the related
Monthly Period-____%
--(n)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
--(o)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
--(p)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
--(q)-The Collateral Fixed Allocation with respect to the related
Monthly Period-____%
-3.-Delinquent Balances--
--The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--

--Aggregate
Account
Balance--Percentage
 of Total
Receivables
----
-(a)- 30 - 59 days:-$__________-____%
-(b)- 60 - 89 days:-$__________-____%
-(c)- 90 - 119 days:-$__________-____%
-(d)-120 - 149 days:-$__________-____%
-(e)-150 - or more days:-$__________-____%
--Total: -$__________-____%

-4.-Investor Default Amount--
--(a)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
--(b)-The Class A Investor Default Amount for the related Monthly
Period-$__________
--(c)-The Class B Investor Default Amount for the related Monthly
Period-$__________
--(d)-The Collateral Default Amount for the related Monthly Period-
$__________
-5.-Investor Charge Offs--
--(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
--(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
--(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
--(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
--(e)-The aggregate amount of Collateral Charge Offs for the related
Monthly Period-$__________
--(f)-The aggregate amount of Collateral Charge Offs set forth in 5(e)
above per $1,000 of original certificate principal amount-$__________
--(g)-The aggregate amount of Class A Investor Charge Offs reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(i)-The aggregate amount of Class B Investor Charge Offs reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
--(k)-The aggregate amount of Collateral Charge Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date-$__________
--(l)-The aggregate amount of Collateral Charge Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed on
the Transfer Date immediately preceding Distribution Date-$__________
-6.-Investor Servicing Fee--
--(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
--(c)-The amount of the Collateral Servicing Fee payable by the Trust
to the Servicer for the related Monthly Period-$__________
--(d)-The amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
-7.Reallocations---
--(a)-The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date-$__________
--(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
--(c)-The Collateral Interest Amount as of the close of business on
this Distribution Date-$__________
--(d)-The Collateral Interest Adjusted Amount as of the close of
business on this Distribution Date-$__________
--(e)-The Class B Investor Interest as of the close of business on this
Distribution Date-$__________
--(f)-The Class B Adjusted Investor Interest as of the close of
business on this Distribution Date-$__________
--(g)-The Class A Investor Interest as of the close of business on this
Distribution Date-$__________
--(h)-The Class A Adjusted Investor Interest as of the close of
business on this Distribution Date-$__________
-8.Collection of Finance Charge Receivables---
--(a)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Class B Certificates-$_________
--(c)-The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly Period
which were allocated in respect of the Collateral Interest-$__________
-9.Principal Funding Account---
--(a)-The principal amount on deposit in the Principal Funding Account
on the related Transfer Date-$__________
--(b)-The Accumulation Shortfall with respect to the related Monthly
Period-$__________
--(c)-The Principal Funding Investment Proceeds deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class A Available Funds-$__________
--(d)-The Principal Funding Investment Proceeds deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class B Available Funds-$__________
-10.Reserve Account---
--(a)-The Reserve Draw Amount on the related Transfer Date-$__________
--(b)-The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class A
Available Funds-$__________
--(c)-The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class B
Available Funds-$__________
-11.Swap Reserve Fund
--(a)The Swap Reserve Draw Amount on the related Transfer Date--
$__________
--(b)The amount of the Swap Reserve Draw Amount deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class A Available Funds--$__________
-12.Swap Cash Flows-
--(a)The amount of the Net Swap Receipt for the related Transfer Date--
$__________
--(b)The amount of the Net Swap Payment for the related Transfer Date--
$__________
-13.-Available Funds--
--(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
--(c)-The amount of Collateral Available Funds on deposit in the
Finance Charge Account on the related Transfer Date-$__________
-14.-Portfolio Yield--
--(a)-The Portfolio Yield for the related Monthly Period-____%
--(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
----
C.Information Regarding the Status of the Interest Rate Swap and the
Swap Counterparty
-1.-Has the Interest Reserve Account been established?--__________
-2.-Has the Interest Reserve Account been funded?--__________
-3.-The aggregate amount of funds withdrawn from the Interest Reserve
Account, if any--$__________
-4.-How many funds withdrawn from the Interest Reserve Account were
utilized--__________
-5.-Has the Interest Rate Swap been terminated?--__________


						MBNA AMERICA BANK,
						  NATIONAL ASSOCIATION,
						  Servicer


						By:_________________________
						   Name:
						   Title:EXHIBIT D

FORM OF INVESTMENT LETTER

[Date]


	Re	MBNA Master Credit Card Trust II;
		Purchases of Series 1999-G Collateral Interest

Ladies and Gentlemen:

		This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 19 of the Series
1999-G Supplement dated as of July 29, 1999 (the "Series Supplement")
to the Pooling and Servicing Agreement dated as of August 4, 1994 (as
amended and supplemented, the "Agreement"), each among The Bank of
New York, as Trustee,  and MBNA America Bank, National Association, as
Servicer and Seller.  Capitalized terms used herein without definition
shall have the meanings set forth in the Agreement.  The Purchaser
represents to and agrees with the Seller as follows:

		(a)	The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Collateral Interest and
is able to bear the economic risk of such investment.

		(b)	The Purchaser is an "accredited investor", as defined
in Rule 501, promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act"), or is a sophisticated
institutional investor.  The Purchaser understands that the
offering and sale of the Collateral Interest has not been and
will not be registered under the Securities Act and has not and
will not be registered or qualified under any applicable "Blue
Sky" law, and that the offering and sale of the Collateral
Interest has not been reviewed by, passed on or submitted to any
federal or state agency or commission, securities exchange or
other regulatory body.

		(c)	The Purchaser is acquiring an interest in the
Collateral Interest without a view to any distribution, resale or
other transfer thereof except, with respect to any Collateral
Interest or any interest or participation therein, as
contemplated in the following sentence.  The Purchaser will not
resell or otherwise transfer any interest or participation in the
Collateral Interest, except in accordance with Section 19 of the
Series Supplement and (i) in a transaction exempt from the
registration requirements of the Securities Act of 1933, as
amended, and applicable state securities or "blue sky" laws;
(ii) to the Seller or any affiliate of the Seller; or (iii) to a
person who the Purchaser reasonably believes is a qualified
institutional buyer (within the meaning thereof in Rule 144A
under the Securities Act) that is aware that the resale or other
transfer is being made in reliance upon Rule 144A.  In connection
therewith, the Purchaser hereby agrees that it will not resell or
otherwise transfer the Collateral Interest or any interest
therein unless the purchaser thereof provides to the addressee
hereof a letter substantially in the form hereof.

		(d)	No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that
it is not, (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans,
(b) any "plan" (as defined in Section 4975(e)(1) of the Code)
including individual retirement accounts and Xxxxx plans, or (c)
any other entity whose underlying assets include "plan assets"
(within the meaning of Department of Labor Regulation Section
2510.3-101, 29 C.F.R. 2510.3-101 or otherwise under ERISA) by
reason of a plan's investment in the entity, including, without
limitation, an insurance company general account.

		(e)	This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles affecting the enforcement of
creditors' rights generally and general principles of equity.

-Very truly yours,

[NAME OF PURCHASER]


By:___________________________
   Name:
   Title:
AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:

MBNA AMERICA BANK,
  NATIONAL ASSOCIATION


By:_______________________
   Name:
   Title:-

	SCHEDULE TO EXHIBIT C


SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1999-G


1.--The aggregate amount of the Investor Percentage of Collections of
Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts with
respect to Annual Membership Fees)--$__________
3.--The aggregate amount of the Investor Percentage of amounts with
respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of Interchange--
$__________
5.--The aggregate amount of Servicer Interchange--$__________
6.--The aggregate amount of funds on deposit in Finance Charge Account
allocable to the Series 1999-G  Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1999-G Certificates --$__________
8.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1999-G Certificates --$___________
9.--The aggregate amount to be withdrawn from the Finance Charge
Account pursuant to Section 4.11 and distributed to the Collateral
Interest Holder in accordance with subsection 5.01(c) --$__________
10.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest, if applicable, payable to the
(i) Class A Certificateholders --$__________
--(ii) Class B Certificateholders--$__________
--(iii) Collateral Interest Holder --$__________
11.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
--(ii) Class B Certificateholders--$___________
--(iii) Collateral Interest Holder --$___________
12.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
--(ii) Class B Certificateholders  --$___________
--(iii) Collateral Interest Holder --$___________
13.--To the knowledge of the undersigned, no Series 1999-G Pay Out
Event or Trust Pay Out Event has occurred except as described below: --
---None-


		IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.


						MBNA AMERICA BANK,
						  NATIONAL ASSOCIATION,



						By:_________________________
						   Name:
						   Title:
SECTION 1.	Designation	1
SECTION 2.	Definitions	1
SECTION 3.	Servicing Compensation and Assignment of
Interchange	18
SECTION 4.	Reassignment and Transfer Terms	19
SECTION 5.	Delivery and Payment for the Certificates	20
SECTION 6.	Form of Delivery of the Certificates; Depository;
Denominations	20
SECTION 7.	Article IV of the Agreement	20
SECTION 4.04.	Rights of Certificateholders and the
Collateral Interest Holder	20
SECTION 4.05.	Allocations	21
SECTION 4.06.	Determination of Monthly Interest	25
SECTION 4.07.	Determination of Monthly Principal	26
SECTION 4.08.	Coverage of Required Amount	27
SECTION 4.09.	Monthly Payments	28
SECTION 4.10.	Investor Charge-Offs	32
SECTION 4.11.	Excess Spread	33
SECTION 4.12.	Reallocated Principal Collections	34
SECTION 4.13.	Shared Principal Collections	35
SECTION 4.14.	Principal Funding Account	35
SECTION 4.15.	Reserve Account	37
SECTION 4.16.	Swap Reserve Fund	39
SECTION 4.17.	[RESERVED]	41
SECTION 4.18.	Seller's or Servicer's Failure to Make a
Deposit or Payment	41
SECTION 4.19.	Interest Rate Swap	42
SECTION 4.20.	Interest Reserve Account	43
SECTION 8.	Article V of the Agreement	45
SECTION 5.01	Distributions	45
SECTION 5.02	Monthly Series 1999-G Certificateholders'
Statement	45
SECTION 9.	Series 1999-G Pay Out Events	47
SECTION 10.	Series 1999-G Termination	49
SECTION 11.	Periodic Finance Charges and Other Fees	49
SECTION 12.	Limitations on Addition of Accounts	49
SECTION 13.	Counterparts	49
SECTION 14.	Governing Law	49
SECTION 15.	Additional Notices	49
SECTION 16.	Additional Representations and Warranties of the
Servicer	50
SECTION 17.	No Petition	50
SECTION 18.	Certain Tax Related Amendments	50
SECTION 19.	Transfers of the Collateral Interest	50


EXHIBITS
EXHIBIT A-1	Form of Class A Certificate
EXHIBIT A-2	Form of Class B Certificate
EXHIBIT B	Form of Monthly Payment Instructions and Notification
to the Trustee
EXHIBIT C	Form of Monthly Series 1999-G Certificateholders'
Statement
EXHIBIT D	Form of Collateral Interest Investment Letter

SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement
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
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following the Table of Contents/Authorities.


(..continued)



DOCSDC1:87622.3