EXHIBIT 4.4
FORM OF SERIES SUPPLEMENT
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 2001-__ Certificateholders
_____________________________________
SERIES 2001-__ SUPPLEMENT
Dated as of ______ __, 2001
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_____________________________________
MBNA MASTER CREDIT CARD TRUST II
SERIES 2001-__
TABLE OF CONTENTS
Page
SECTION 1. Designation........................................................... 1
SECTION 2. Definitions........................................................... 1
SECTION 3. Servicing Compensation and Assignment of Interchange.................. 9
SECTION 4. Delivery of the Certificate........................................... 10
SECTION 5. Article IV of the Agreement........................................... 11
SECTION 4.04 Rights of Certificateholders.................................... 11
SECTION 4.05 Allocations..................................................... 11
SECTION 4.06 Monthly Payments................................................ 14
SECTION 4.07 Shared Principal Collections.................................... 16
SECTION 4.08 Seller's or Servicer's Failure to Make a Deposit or Payment..... 16
SECTION 4.09 Collections of Finance Charge Receivables Allocable to
Segregated Seller Interest...................................... 16
SECTION 6. Article V of the Agreement............................................ 17
SECTION 5.01. Distributions................................................... 17
SECTION 5.02. Monthly Series Certificateholders' Statement.................... 17
SECTION 7. Series 2001-__ Pay Out Events......................................... 18
SECTION 8. Sale of Investor Interest Pursuant to Section 2.04(e) or 10.02(a)
of the Agreement...................................................... 19
SECTION 9. Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables Pursuant to Section 9.02 of the Agreement................. 20
SECTION 10. Sale of Receivables................................................... 20
SECTION 11. Series 2001-__ Termination............................................ 21
SECTION 12. Counterparts.......................................................... 21
SECTION 13. Governing Law......................................................... 21
SECTION 14. Additional Notices.................................................... 21
SECTION 15. Additional Representations and Warranties of the Servicer............. 21
SECTION 16. No Petition........................................................... 22
SECTION 17. Certain Tax Related Amendments........................................ 22
SECTION 18. Treatment of Noteholders.............................................. 22
SECTION 19. Transfer of the Series 2001-__ Certificate............................ 22
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EXHIBITS
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EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instru ctions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 2001-__ Certificateholder's Statement
SCHEDULE 1
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Schedule to the Exhibit C of the Pooling and Servicing Agreement
-ii-
SERIES 2001-__ SUPPLEMENT, dated as of ______ __, 2001 (this "Series
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Supplement"), by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, a
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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").
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Section 6.09 of the Agreement provides, among other things, that the
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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 consisting of an Investor Certificate and shall specify the
Principal Terms thereof.
SECTION 1. Designation.
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(a) There is hereby created a Series consisting of an Investor
Certificate to be issued pursuant to the Agreement and this Series Supplement
and to be known as the "Series 2001-__ Certificate." Such Investor Certificate
shall be issued in one Class and shall be designated the Asset Backed
Certificate, Series 2001-__ (the "Series 2001-__ Certificate"). The Series
2001-__ Certificate shall be issued as one definitive certificate substantially
in the form of Exhibit A hereto.
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(b) Series 2001-__ shall be included in Group One (as defined below).
Series 2001-__ shall not be subordinated to any other Series.
(c) Except as expressly provided herein, (i) the provisions of
Article VI and Article XII of the Agreement relating to the registration,
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authentication, delivery, presentation, cancellation and surrender of Registered
Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses
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(a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement
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shall not be applicable to the Series 2001-__ Certificate, and (ii) the
provisions of Section 3.07 of the Agreement shall not apply to cause the Series
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2001-__ Certificate to be treated as debt for federal, state and local income
and franchise tax purposes, but rather the Seller intends and, together with the
Series 2001-__ Certificateholders, agrees to treat the Series 2001-__
Certificate for federal, state and local income and franchise tax purposes as
representing an equity interest in the assets of the Trust.
(d) This Series Supplement is the Series 2001-__ Supplement referred
to in the Trust Agreement of the MBNA Credit Card Master Note Trust, dated as of
_____ __, 2001, among MBNA, as beneficiary, and Wilmington Trust Company, as
owner trustee.
SECTION 2. Definitions.
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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 Certificate and no
other Series of Certificates issued by the Trust.
"Accumulation Period" with respect to Series 2001-__ shall mean,
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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 Revolving
Period.
"Adjusted Outstanding Dollar Principal Amount" shall have the meaning
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specified in the Indenture.
"Aggregate Investor Default Amount" shall mean, with respect to any
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Monthly Period, the sum of the Investor Default Amounts with respect to such
Monthly Period.
"Allocation Reset Date" shall mean, with respect to any Monthly
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Period, any date on which (a) the Investor Interest is increased as a result of
(i) the issuance of a new tranche of Notes or the issuance of additional Notes
in an Outstanding tranche of Notes during such Monthly Period, (ii) the
accretion of principal on Discount Notes during such Monthly Period, or (iii) a
release of pre-funded amounts (other than prefunded amounts deposited during
such Monthly Period) from a principal funding account for any Note during such
Monthly Period, (b) an Addition Date occurs or (c) 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; provided, however, that solely with respect
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to this term, "Series" shall mean any series of Investor Certificates (as
defined in the Agreement) and any series, class or tranche of Notes.
"Available Funds" shall mean, with respect to any Monthly Period, an
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amount equal to the sum of (i) Collections of Finance Charge Receivables and
amounts with respect to Annual Membership Fees allocated to the Investor
Certificate 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
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Series Supplement), plus (ii) Principal Account Investment Proceeds to be
treated as Available Funds for such Monthly Period pursuant to Section 4.02(e)
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of the Agreement as amended by Section 5(b) of this Supplement, plus (iii)
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Finance Charge Account Investment Proceeds to be treated as Available Funds for
such Monthly Period pursuant to Section 4.02(e) of the Agreement as amended by
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Section 5(b) of this Supplement, minus (iv) if the Seller or The Bank of New
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York is the Servicer, any Servicer Interchange for the related Monthly Period.
"Available Investor Principal Collections" shall mean with respect to
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any Monthly Period, an amount equal to (a) the Investor Principal Collections
for such Monthly Period, plus (b) the amount of Shared Principal Collections
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with respect to Group One that are allocated to Series 2001-__ in accordance
with subsection 4.07(b).
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"Certificate Representative" shall mean (a) if there is one Holder of
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the Investor Certificate, such Holder or the designee of such Holder, and (b) if
there is more than one Holder
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of the Investor Certificate, the designee of the Holders of a majority of the
outstanding principal balance of the Investor Certificate.
"Closing Date" shall mean ______ __, 2001.
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"Code" shall mean the Internal Revenue Code of 1986, as amended.
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"Cumulative Series Principal Shortfall" shall mean the sum of the
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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,
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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 (as defined in the Agreement) 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 ______ __, 2001 and the fifteenth day
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of each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.
"Finance Charge Account Investment Proceeds" shall mean, with respect
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to each Transfer Date, the investment earnings on deposits of Collections of
Finance Charge Receivables for the related Monthly Period in the Finance Charge
Account (net of investment expenses and losses) for the period from and
including the first day of the related Monthly Period to but excluding such
Transfer Date.
"Fitch" shall mean Fitch, Inc., or any successor thereto.
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"Floating Allocation Investor Interest" shall mean, on any date of
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determination during any Monthly Period, an amount equal to the aggregate
Available Funds Allocation Amount (as defined in the Indenture) for all series
of Notes.
"Floating Investor Percentage" shall mean, with respect to any date of
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determination during any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the Floating Allocation Investor Interest
for such date 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 in the Trust 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 or
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Default Amounts, as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in
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which an Allocation Reset Date occurs, the denominator determined pursuant to
clause (a) hereof shall be, on and after such date, the aggregate amount of
Principal Receivables in the Trust as of the beginning of the day on the most
recently occurring Allocation Reset Date (after adjusting for the aggregate
amount of Principal Receivables, if any, added to or removed from the Trust on
such Allocation Reset Date).
"Group One" shall mean Series 2001-__ and each other Series specified
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in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with respect to any
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Monthly Period, for all Series in Group One (including Series 2001-__) 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 (other than this Series 2001-__) 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) if Series 2001-__ is in its Accumulation Period, the Monthly Principal
Target for such Monthly Period, (d) 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), (e) 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 (f) such other
amounts as may be specified in the related Supplements for all Series in Group
One.
"Indenture" shall mean the Indenture, dated as of _____ __, 2001,
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between MBNA Credit Card Master Note Trust, as Issuer, and The Bank of New York,
as indenture trustee, as amended and supplemented from time to time.
"Initial Investor Interest" shall mean, when used in the Agreement,
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this Series Supplement or any other Supplement with respect to Series 2001-__
and with respect to any Monthly Period, the Initial Dollar Principal Amount (as
defined in the Indenture) of any series, class or tranche of Notes.
"Insolvency Proceeds" shall mean any proceeds arising out of a sale,
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disposition or liquidation of Receivables (or interests therein) pursuant to
Section 9.02(a) of the Agreement.
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"Investor Certificateholders" shall mean the Holders of the Series
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2001-___ Certificate.
4
"Investor Certificate" shall mean any Investor Certificate (as defined
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by the Agreement) executed by the Seller and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A hereto.
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"Investor Default Amount" shall mean, with respect to any Receivable
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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 Default Rate" shall mean, for any Monthly Period, the
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percentage equivalent of a fraction, the numerator of which is the Aggregate
Investor Default Amount for such Monthly Period and the denominator of which is
the Weighted Average Floating Allocation Investor Interest for such Monthly
Period.
"Investor Default Target Deposit Amount" shall mean, for any date of
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determination during any Monthly Period, an amount equal to the product of (a)
1.5, (b) the highest Investor Default Rate for the three immediately preceding
Monthly Periods and (c) the Floating Allocation Investor Interest for such date.
"Investor Interest" with respect to Series 2001-__ shall mean, on any
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date of determination, an amount equal to the sum of the Nominal Liquidation
Amounts for each tranche of Notes Outstanding as of such date of determination.
"Investor Percentage" shall mean for any Monthly Period, (a) with
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respect to Finance Charge Receivables and Default Amounts, the Floating Investor
Percentage and (b) with respect to Principal Receivables, the Principal Investor
Percentage.
"Investor Principal Collections" shall mean, with respect to any
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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) or
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4.05(b)(ii), in each case, as applicable to such Monthly Period, and (b) the
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aggregate amount of Unallocated Principal Collections deposited into the
Principal Account pursuant to subsection 4.05(c).
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"Investor Servicing Fee" shall have the meaning specified in
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subsection 3(a) hereof.
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"Legal Maturity Date," with respect to any tranche of Notes, shall
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have the meaning specified in the Indenture.
"Monthly Interest Target" shall mean, with respect to each Monthly
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Period, an amount equal to the aggregate Targeted Interest Deposit Amounts (as
defined in the Indenture) for all series of Notes for such Monthly Period.
"Monthly Period" shall have the meaning specified in the Agreement,
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except that the first Monthly Period with respect to the Investor Certificate
shall begin on and include the Closing Date and shall end on and include
__________ __, 2001.
5
"Monthly Principal Target" shall mean, with respect to each Monthly
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Period, an amount equal to the aggregate Targeted Principal Deposit Amounts (as
defined in the Indenture) for all series of Notes for such Monthly Period.
"Net Servicing Fee" shall have the meaning specified in subsection
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3(a) of this Series Supplement.
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"Net Servicing Fee Rate" shall mean (a) so long as the Seller or The
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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.
"Nominal Liquidation Amount," with respect to any tranche of Notes,
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shall have the meaning specified in the Indenture.
"Note" or "Notes" shall mean each Note or the Notes (as defined in the
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Indenture) secured by the Certificate.
"Outstanding" shall have the meaning specified in the Indenture.
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"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 2001-__ Pay
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Out Event is deemed to occur pursuant to Section 7 hereof.
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"Payment Instruction" shall have the meaning specified in the
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Indenture.
"Permitted Assignee" shall mean any Person who, if it were the holder
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of an interest in the Trust would not cause the Trust to be taxable as a
publicly traded partnership for federal income tax purposes.
"Principal Account Investment Proceeds" shall mean, with respect to
-------------------------------------
each Transfer Date, the investment earnings on deposits of Collections of
Principal Receivables for the related Monthly Period in the Principal Account
(net of investment expenses and losses) for the period from and including the
first day of the related Monthly Period to but excluding such Transfer Date.
"Principal Allocation Investor Interest" shall mean, on any date of
--------------------------------------
determination during any Monthly Period, an amount equal to the aggregate
Principal Allocation Amounts (as defined in the Indenture) for all series of
Notes.
"Principal Investor Percentage" shall mean, with respect to any date
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of determination during any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the Principal Allocation Investor Interest
for such date 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 (or with respect to the
first calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables in the Trust determined as of the close of business on the
day preceding the Closing Date and with respect to the second calendar month in
the first Monthly Period, the aggregate amount of
6
Principal Receivables in the Trust 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 Principal Receivables for all
outstanding Series on such date of determination; provided, however, that with
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respect to any Monthly Period in which an Allocation Reset Date occurs, the
denominator determined pursuant to clause (a) hereof shall be, on and after such
date, the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the most recently occurring Allocation Reset Date (after
adjusting for the aggregate amount of Principal Receivables, if any, added to or
removed from the Trust on such Allocation Reset Date).
"Rapid Amortization Period" shall mean the Amortization Period
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commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 2001-__ Termination Date and (b) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
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"Rating Agency" shall mean, so long as any tranche of Notes is rated
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by Moody's, Moody's, so long as any tranche of Notes is rated by Standard &
Poor's, Standard & Poor's and, so long as any tranche of Notes is rated by
Fitch, Fitch.
"Rating Agency Condition" shall mean the notification in writing by
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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 (as defined in the Agreement) of any
outstanding Series or class of a Series with respect to which it is a Rating
Agency.
"Reallocated Principal Amount" shall mean, with respect to any
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Monthly Period, the aggregate Reallocated Principal Amount (as defined in the
Indenture) for all series of Notes for such Monthly Period.
"Reassignment Amount" shall mean, with respect to any Transfer Date,
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the sum of (a) the Adjusted Outstanding Dollar Principal Amount (as defined in
the Indenture) of all Notes on such Transfer Date, (b) the Monthly Interest
Target with respect to the immediately preceding Monthly Period and (c) any
other fees and expenses of the Indenture Trustee payable by the MBNA Credit Card
Master Note Trust pursuant to the Indenture, each after giving effect to any
deposits and distributions otherwise to be made on such Transfer Date.
"Revolving Period" shall mean the period from and including the
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Closing Date to, but not including, the Pay Out Commencement Date.
"Segregated Seller Interest" shall mean a dollar amount of the Seller
--------------------------
Interest equal to the aggregate prefunded amounts on deposit in the Principal
Funding Accounts for each series of Notes, as notified to the Servicer pursuant
to Section 4.09 of the Agreement.
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"Series 2001-__" shall mean the Series of the MBNA Master Credit Card
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Trust II represented by the Investor Certificate.
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"Series 2001-__ Certificateholders" shall mean the Investor
---------------------------------
Certificateholders.
"Series 2001-__ Monthly Principal Payment" shall mean, with respect to
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any Monthly Period, an amount equal to the aggregate Monthly Principal Payments
(as defined in the Indenture) for each series of Notes for such Monthly Period.
"Series 2001-__ Pay Out Event" shall have the meaning specified in
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Section 7 hereof.
"Series 2001-__ Termination Date" shall mean the earlier to occur of
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(a) the date designated by the Seller following the last Legal Maturity Date of
any tranche of Notes, and (b) the Trust Termination Date.
"Series Principal Shortfall" shall mean, with respect to any Transfer
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Date, the excess, if any, of the sum of the Principal Shortfalls (as defined in
the Indenture) for all series of Notes for the related Monthly Period over the
sum of the Principal Excesses (as defined in the Indenture) for all series of
Notes for the related Monthly Period.
"Series Servicing Fee Percentage" shall mean 2.0%.
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"Servicer Interchange" shall mean, for any Transfer Date, the portion
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of Collections of Finance Charge Receivables allocated to the Investor
Certificate and deposited in the Finance Charge Account with respect to the
related Monthly Period that is attributable to Interchange; provided, however,
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that Servicer Interchange for any Transfer Date shall not exceed one-twelfth of
the product of (i) the Weighted Average Floating Allocation Investor Interest
for the related Monthly Period and (ii) 0.75%; provided further, however, with
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respect to the first Transfer Date, the Servicer Interchange may equal but shall
not exceed the product of (i) the Weighted Average Floating Allocation Investor
Interest for the first Monthly Period, (ii) 0.75% and (iii) a fraction, the
numerator of which is [__] and the denominator of which is 360.
"Shared Principal Collections" shall mean, with respect to any
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Transfer Date, either (a) the amount allocated to the Investor Certificate 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 (as defined in the Agreement) 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 Certificate.
"Subordinated Note Percentage" shall mean, with respect to any date of
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determination during any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the aggregate Principal Allocation Amounts
(as defined in the Indenture) for such date calculated for those Notes which are
subordinated to any senior Notes and the denominator of which is the Principal
Allocation Investor Interest for such date.
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"Termination Proceeds" shall mean any proceeds arising out of a sale
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of Receivables (or interests therein) pursuant to Section 12.01(b) of the
----------------
Agreement with respect to Series 2001-__.
"Unallocated Principal Collections" shall have the meaning specified
---------------------------------
in subsection 4.05(c).
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"Weighted Average Floating Allocation Investor Interest" shall mean,
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with respect to any Monthly Period, the sum of the Floating Allocation Investor
Interest as of the close of business on each day during such Monthly Period
divided by the actual number of days in such Monthly Period.
SECTION 3. Servicing Compensation and Assignment of Interchange.
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(a) The share of the Servicing Fee allocable to Series 2001-__ with
respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to
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one-twelfth of the product of (i) the Series Servicing Fee Percentage and (ii)
the Weighted Average Floating Allocation Investor Interest for the Monthly
Period preceding such Transfer Date; provided, however, with respect to the
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first Transfer Date, the Investor Servicing Fee shall be equal to the product of
(i) the Weighted Average Floating Allocation Investor Interest for the first
Monthly Period, (ii) the Series Servicing Fee Percentage and (iii) a fraction,
the numerator of which is [__] and the denominator of which is 360. 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
Weighted Average Floating Allocation Investor Interest for 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; provided, however, that the Servicer Interchange with
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respect to the first Transfer Date may equal but shall not exceed the product of
(i) the Weighted Average Floating Allocation Investor Interest for the first
Monthly Period, (ii) 0.75% and (iii) a fraction, the numerator of which is [__]
and the denominator of which is 360. The share of the Investor Servicing Fee
allocable to the Series 2001-__ Certificate with respect to any Transfer Date
(the "Net Servicing Fee") shall be equal to one-twelfth of the product of (i)
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the Net Servicing Fee Rate and (ii) the Weighted Average Floating Allocation
Investor Interest for the related Monthly Period; provided, however, with
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respect to the first Transfer Date, the Net Servicing Fee shall be equal to the
product of (i) the Weighted Average Floating Allocation Investor Interest for
the first Monthly Period, (ii) the Net Servicing Fee Percentage and (iii) a
fraction, the numerator of which is [__] and the denominator of which is 360.
Except as specifically provided above, the Servicing Fee shall be paid by the
cash flows from the Trust allocated to the Seller or the Investor
Certificateholders (as defined in the Agreement) 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 Net Servicing Fee shall be
payable to the Servicer
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solely to the extent amounts are available for distribution in respect thereof
pursuant to the Indenture.
(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).
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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 Certificate 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
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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 2001-__, assigns, sets-over, conveys, pledges
or grants a security interest in Interchange allocable to the Trust, all
Investor Certificates (as defined in the Agreement) of any such Series (except
as otherwise specified in any such Supplement) and the Investor Certificate
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. Delivery of the Certificate.
---------------------------
(a) The Seller shall execute and deliver the Investor Certificate to
the Trustee for authentication in accordance with Section 6.01 of the Agreement.
------------
The Trustee shall deliver such Certificate when authenticated in accordance with
Section 6.02 of the Agreement.
------------
(b) The Investor Certificate shall be delivered as a Book-Entry
Certificate as provided in Sections 6.01 and 6.10 of the Agreement.
------------ ----
(c) The Investor Certificate shall constitute a "security" within the
meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-
102(a)(15) thereof) as in effect from time to time in the State of Delaware and
(ii) the Uniform Commercial Code of any other applicable jurisdiction that
presently or hereafter substantially includes the 1994 revisions to Article 8
thereof as adopted by the American Law Institute and the National Conference of
Commissioners on Uniform State Laws and approved by the American Bar Association
on February 14, 1995.
10
(d) When issued and sold in accordance with the terms of the
Agreement, including when duly executed and authenticated by the Trustee in
accordance with the terms of the Agreement and when issued and delivered against
payment therefore, the Investor Certificate will be duly and validly issued and
outstanding, fully paid, non-assessable, and entitled to the benefits of the
Agreement.
SECTION 5. Article IV of the Agreement.
---------------------------
(a) Except as otherwise provided in Section 5(b), Sections 4.01, 4.02
------------ ------------- ----
and 4.03 shall be read in their entirety as provided in the Agreement.
----
(b) Notwithstanding any provision of the Agreement or this Series
Supplement to the contrary, Section 4.02(e) of the Agreement shall be amended to
---------------
provide that on each Transfer Date the Trustee, at the Servicer's direction
given on or before such Transfer Date, shall (i) treat as Available Funds in
accordance with Section 4.06(a) Series 2001-__'s pro rata portion of Finance
---------------
Charge Account Investment Proceeds with respect to such Transfer Date based on
the ratio of the aggregate amount on deposit in the Finance Charge Account with
respect to Series 2001-__ for the related Monthly Period at the commencement of
such Transfer Date to the amount on deposit in the Finance Charge Account for
the related Monthly Period at the commencement of such Transfer Date and (ii)
treat as Available Funds in accordance with Section 4.06(a) Series 2001-__'s pro
---------------
rata portion of Principal Account Investment Proceeds with respect to such
Transfer Date based on the ratio of the aggregate amount on deposit in the
Principal Account with respect to Series 2001-__ at the commencement of such
Transfer Date to the aggregate amount on deposit in the Principal Account at the
commencement of such Transfer Date.
(c) 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 Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders. The Investor Certificate
----------------------------
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
the Investor Certificate at the times and in the amounts specified in this
Agreement, (a) the Floating Investor Percentage and Principal 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 and the Principal Account. The Seller Interest shall
not represent any interest in the Collection Account, the Finance Charge Account
or the Principal 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
11
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 Floating 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 the Monthly Interest Target with respect to the
related Monthly Period is provided to the Servicer, an amount equal to such
allocation, and (B) at all other times, the lesser of (a) such allocation
and (b) the difference between (1) the sum of (x) the Monthly Interest
Target, (y) if the Seller or The Bank of New York is not the Servicer, the
Net Servicing Fee and (z) the Investor Default Target Deposit Amount, each
with respect to the related Monthly Period 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 such
---------------------
allocation; 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 4.06.
------------
(ii) Allocate to the Investor Certificateholders an amount equal to
the product of (1) the Principal 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,
and, of such amount:
(A) deposit in the Principal Account on each such Date of
Processing an amount equal to the Daily Principal Shortfall;
(B) deposit in the Principal Account the following amounts:
(1) on each such Date of Processing, an amount equal to the
least of (x) the Subordinated Note Percentage of the Collections
in respect of Principal Receivables allocated to the Investor
Certificateholders pursuant to this subsection 4.05(a)(ii), (y)
----------------------
the Investor Default Target Deposit Amount and (z) the remaining
amount of Collections of Principal Receivables allocated to the
Investor Certificateholders on such Date of Processing after
application pursuant to subsection 4.05(a)(ii)(A); provided,
------------------------- --------
however, that the aggregate amount deposited in the Principal
-------
Account pursuant to this Section 4.05(a)(ii)(B)(1) for such
-------------------------
Monthly Period shall not exceed an amount equal to the excess, if
any, of (x) the Investor Default Target Deposit Amount over (y)
----
an amount equal to the aggregate amount deposited in the Finance
Charge Account pursuant to subsection 4.05(a)(i) for such Monthly
---------------------
Period minus the sum of the Monthly Interest
12
Target and, if the Seller or the Bank of New York is not the
Servicer, the Net Servicing Fee; and
(2) on the related Transfer Date, deposit in the Principal
Account an amount equal to the lesser of (x) the Collections in
respect of Principal Receivables allocated to the Investor
Certificateholders pursuant to this subsection 4.05(a)(ii) and
----------------------
not previously deposited in the Principal Account and (y) the
excess, if any, of Reallocated Principal Amount for the related
Monthly Period over the aggregate amount on deposit in the
----
Principal Account pursuant to subsection 4.05(a)(ii)(B)(1) on the
----------------------------
close of business on the last day of the related Monthly Period;
and
(C) pay to the Holder of the Seller Interest an amount equal to
any excess; provided, however, that the amount to be paid to the
-------- -------
Holder of the Seller Interest pursuant to this subsection
----------
4.05(a)(ii)(C) 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 Transfer Date 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(c).
------------------
(b) 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 Floating 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 4.06.
------------
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Principal 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(b)(ii)(A) shall not exceed the Investor Interest as of
-------------------------
the close of business on the last day of the prior Monthly Period (after
taking into account any payments, deposits and adjustments to be made to
the Investor Interest on the Transfer Date relating to such Monthly Period)
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(b)(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
13
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(c).
------------------
(c) Unallocated Principal Collections. Any Collections in respect of
---------------------------------
Principal Receivables not allocated and paid to the Holder of the Seller
Interest because of the limitations contained in subsections 4.05(a)(ii)(C) and
--------------------------
4.05(b)(ii)(B) and any amounts allocable to the Investor Certificate 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, except as provided in the following sentence, 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
any Note Accumulation Period (as defined in the Indenture), 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 4.06 on such Transfer Date.
------------
(d) Payments. With respect to the Investor Certificate, 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) or 4.05(b), 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
and distributed on or prior to the related Transfer Date to the Investor
Certificateholders and (ii) if at any time prior to such Transfer Date the
amount of Collections deposited in the Collection Account, the Finance Charge
Account or the Principal 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, the Finance Charge Account or the Principal
Account, as applicable.
SECTION 4.06 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, to the extent of available funds, the amounts required to be withdrawn
from the Finance Charge Account and the Principal Account as follows:
(a) An amount equal to the Available Funds deposited into the Finance
Charge Account for the related Monthly Period will be paid on each Transfer Date
to the Investor Certificateholders in accordance with Section 5.01.
------------
(b) 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 Available Investor
Principal Collections for such Transfer Date and (B) an amount equal to the
Series 2001-__
14
Monthly Principal Payment for the related Monthly Period shall be paid on
each Transfer Date to the Investor Certificateholders in accordance with
Section 5.01;
------------
(ii) an amount equal to the lesser of (A) the Available Investor
Principal Collections remaining after the application specified in
subsection 4.06(b)(i) above and (B) the product of (1) a fraction, the
---------------------
numerator of which is equal to the Available Investor Principal Collections
remaining after the application specified in subsection 4.06(b)(i) above
---------------------
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
(including Series 2001-__) and (2) the Cumulative Series Principal
Shortfall shall remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series in Group One other than this
Series 2001-__; and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.06(b)(i) and (ii) 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 4.06(b)(iii) 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(c).
------------------
(c) During 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 Investor Interest shall be paid on each
Transfer Date to the Investor Certificateholders in accordance with Section
-------
5.01;
----
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.06(c)(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 4.06(c)(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(c).
------------------
15
SECTION 4.07 Shared Principal Collections.
----------------------------
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections allocable
to Series 2001-__ on any Transfer Date shall be applied as an Available Investor
Principal Collection pursuant to Section 4.06 and pursuant to such Section 4.06
------------ ------------
shall be paid on such Transfer Date to the Certificate Representative.
(b) Shared Principal Collections allocable to Series 2001-__ with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 2001-__ 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 2001-__ 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 2001-__ 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 amount of Shared Principal Collections
with respect to Series 2001-__ as of such Determination Date for the following
Transfer Date.
SECTION 4.08 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. 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 4.09 Collections of Finance Charge Receivables Allocable to
------------------------------------------------------
Segregated Seller Interest. The Certificate Representative may from time to time
--------------------------
notify the Servicer of the amount of the Seller Interest that is to be the
Segregated Seller Interest in an amount equal to the prefunded amounts on
deposit in the Principal Funding Accounts (as defined in the Indenture and any
supplement thereto) for any series of Notes. The Certificate Representative may
from time to time, with respect to any Monthly Period, request that on the
related Transfer Date Collections of Finance Charge Receivables allocable to the
Segregated Seller Interest be paid to the Investor Certificateholder, in an
amount not to exceed the lesser of:
16
(a) the aggregate amount of all Prefunding Earnings Shortfalls (as
defined in the Indenture and the related supplements thereto) for all
tranches of Notes with respect to such Monthly Period, and
(b) the aggregate amount of all Collections of Finance Charge
Receivables allocable to the Segregated Seller Interest with respect to
such Monthly Period less any portion of the Defaulted Receivables and the
Servicing Fee allocable to the Segregated Seller Interest with respect to
such Monthly Period pursuant to Section 4.03(b).
---------------
Prior to the close of business on the day any Collections are deposited in the
Collection Account during such Monthly Period, the Servicer will allocate to the
Segregated Seller Interest and deposit in the Finance Charge Account such amount
for payment to the Investor Certificateholders on the related Transfer Date;
provided, however, that the aggregate amount allocated and paid for any Monthly
-------- -------
Period shall not exceed the amount computed above.
SECTION 6. 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. On each Transfer 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 the Certificate Representative the aggregate amount payable to the
--------
Investor Certificateholders pursuant to Section 4.06 to the account of the
------------
Certificate Representative, as specified in writing by the Certificate
Representative, in immediately available funds.
SECTION 5.02. Monthly Series Certificateholders' Statement. On or
--------------------------------------------
before each Transfer Date, the Trustee shall forward to the Certificate
Representative and each Rating Agency 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:
(i) the amount of the current distribution;
(ii) the amount of the current distribution which constitute
Available Funds and Available Investor Principal Collections;
(iii) the amount of Collections of Principal Receivables processed
during the related Monthly Period and allocated to Series 2001-__;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated to Series
2001-__;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the
17
Floating Allocation Investor Interest, the Principal Allocation Investor
Interest, the Floating Investor Percentage and the Principal Investor
Percentage with respect to the Principal Receivables in the Trust as of the
end of the day on the Record Date;
(vi) 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;
(vii) the Aggregate Investor Default Amount for the related Monthly
Period;
(viii) the amount of the Investor Servicing Fee, the Net Servicing Fee
and the Servicer Interchange for the related Monthly Period; and
(ix) such other items as are set forth in Exhibit C to this Series
---------
Supplement.
SECTION 7. Series 2001-__ Pay Out Events. If any one of the
-----------------------------
following events shall occur with respect to the Investor Certificate:
(a) failure on the part of the Seller (i) to make any payment or
deposit required by the terms of the Agreement or 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, which failure has a material adverse effect on the
Investor Certificateholders 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 the Investor Certificate evidencing
Undivided Interests aggregating not less than 50% of the Investor Interest of
this and continues to affect materially and adversely the interests of the
Investor Certificateholders 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 of the Agreement, (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 the Investor Certificate evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series 2001-__,
and (ii) as a result of which the interests of the Investor Certificateholders
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 2001-__ Pay
-------- -------
Out Event pursuant to this subsection 7(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 Seller shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by subsection
----------
2.06(a); or
-------
18
(d) any Servicer Default shall occur which would have a material
adverse effect on the Investor Certificateholders;
then, in the case of any event described in subsection 7(a), (b) or (d) hereof,
--------------- --- ---
after the applicable grace period set forth in such subparagraphs, if any,
either the Trustee or Holders of the Investor Certificate evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this Series
2001-__ by notice then given in writing to the Seller and the Servicer (and to
the Trustee if given by the Investor Certificateholders) may declare that a pay
out event (a "Series 2001-__ Pay Out Event") has occurred as of the date of such
----------------------------
notice, and in the case of any event described in subsection 7(c) hereof, a
---------------
Series 2001-__ 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 8. Sale of Investor Interest Pursuant to Section 2.04(e)
-----------------------------------------------------
or 10.02(a) of the Agreement.
----------------------------
(a) (i) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the reassignment deposit amount with respect
to Series 2001-__ in connection with a reassignment of Principal
Receivables pursuant to Section 2.04(e) of the Agreement shall be equal to
---------------
the Reassignment Amount for the first Transfer Date following the Monthly
Period in which such reassignment obligation arises under the Agreement.
(ii) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the minimum bid in connection with a sale of
Receivables pursuant to Section 10.02(a) of the Agreement shall be equal to
----------------
the Reassignment Amount for the first Transfer Date following the Monthly
Period in which such sale of receivables obligation arises under the
Agreement.
(b) With respect to the proceeds from any reassignment of Principal
Receivables available for distribution to the Investor Certificateholders as
described in this Section 8 or any Termination Proceeds from the sale of
---------
Receivables (or interests therein) allocable to the Investor Interest deposited
into the Collection Account pursuant to Section 12.01(b) of the Agreement, the
----------------
Trustee shall, not later than 12:00 noon, New York City time, on the following
Transfer Date, make deposits or distributions of such amounts and pay such
amounts to the Investor Certificateholders.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount payable to the Investor Certificateholders
pursuant to Section 10.02(a) of the Agreement and all amounts available for
----------------
distribution to the Investor Certificateholders shall be distributed in full to
the Investor Certificateholders on such date and shall be deemed to be a final
distribution pursuant to Section 12.01 of the Agreement.
-------------
19
SECTION 9. Distribution of Proceeds of Sale, Disposition or
------------------------------------------------
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
------------------------------------------------------------------------
(a) Not later than 12:00 noon, New York City time, on the Transfer Date
following the date on which Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
---------------
shall (after giving effect to any deposits and distributions otherwise to be
made on such Transfer Date) deduct from the Collection Account an amount equal
to the Investor Interest on such Transfer Date from the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and pay
such amount to the Series 2001-__ Certificateholders, provided that the amount
--------
of such payment shall not exceed the product of (x) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (y)
the Principal Investor Percentage with respect to the related Monthly Period.
The remainder of the portion of the Insolvency Proceeds allocated to Collections
of Principal Receivables and not allocated to other Series shall be allocated to
the Seller Interest and shall be released to the Seller on such Transfer Date.
(b) Not later than 12:00 noon, New York City time, on the Transfer Date
following the date on which Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
---------------
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Transfer Date) deduct
from the Collection Account an amount equal to the product of (x) the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables
and (y) the Floating Investor Percentage with respect to such Monthly Period,
and pay such amount to the Investor Certificateholders. The remainder of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables and
not allocated to other Series shall be distributed to the Seller on such
Transfer Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount payable to the Investor Certificateholders
pursuant to this Section, and all amounts on deposit in the Collection Account
for distribution to the Investor Certificateholders shall be distributed in full
to the Investor Certificateholders on the Transfer Date on which funds are
deposited pursuant to this Section (or, if not so deposited on a Transfer Date,
on the immediately following Transfer Date) and shall be deemed to be a final
distribution pursuant to Section 12.01 of the Agreement.
-------------
(d) Notwithstanding any provision of the Agreement or this Series
Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the
---------------
Investor Certificates shall be deemed to have irrevocably disapproved a
liquidation of the Receivables following an Insolvency Event with respect to the
Seller.
SECTION 10. Sale of Receivables. Upon notice to the Servicer by the
-------------------
Certificate Representative pursuant to the Indenture with respect to any tranche
of accelerated Notes or any tranche of Notes which has reached its Legal
Maturity Date, the Trustee will cause the Trust to sell to a Permitted Assignee
Principal Receivables and the related Finance Charge Receivables (or interests
therein) in an amount specified by the Certificate Representative which shall be
a portion of the Investor Interest of Series 2001-__ equal to the Nominal
Liquidation Amount of the affected tranche of Notes, calculated as of the end of
the prior Monthly Period
20
(after giving effect to deposits and distributions otherwise to be made with
respect to such Monthly Period). The proceeds from such sale shall be
immediately paid to the Certificate Representative.
SECTION 11. Series 2001-__ Termination. The right of the Investor
--------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the earlier to occur of (i) the date designated by
the Seller following the last occurring Legal Maturity Date of any tranche of
Notes, and (ii) the Trust Termination Date.
SECTION 12. 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 13. 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 14. Additional Notices. For so long as the Investor
------------------
Certificate shall be outstanding, the Seller agrees to provide Fitch with the
notice provided to each Rating Agency in subsection 2.06(c)(i) of the Agreement
---------------------
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) of the Agreement, in each
----------------------
case in the times and the manner provided for in such subsections.
SECTION 15. 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 or
chattel paper (as defined in the UCC as in effect in the State of Delaware).
21
SECTION 16. No Petition. The Seller, the Servicer and the Trustee, by
-----------
entering into this Series Supplement and each Investor Certificateholder, by
accepting the Investor Certificate or any portion thereof 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 17. 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 17, the Seller shall deliver a copy of such
----------
amendment to each of the Servicer, the Trustee and each Rating Agency.
SECTION 18. Treatment of Noteholders. Subject to Section 9(d), for
------------------------ ------------
purposes of any provision of the Agreement or this Series Supplement requiring
or permitting actions with the consent of, or at the direction of, Investor
Certificateholders holding a specified percentage of the aggregate unpaid
principal amount of Investor Certificates (a) each Noteholder will be deemed to
be an Investor Certificateholder; (b) each Noteholder will be deemed to be the
Holder of an aggregate unpaid principal amount of the Investor Certificate equal
to the Adjusted Outstanding Dollar Principal Amount of such Noteholder's Notes;
(c) each series of Notes under the Indenture will be deemed to be a separate
Series of Investor Certificates and the Holder of a Note of such series will be
deemed to be the Holder of an aggregate unpaid principal amount of such Series
of Investor Certificates equal to the Adjusted Outstanding Dollar Principal
Amount of such Noteholder's Notes of such series; (d) each tranche of Notes
under the Indenture will be deemed to be a separate Class of Investor
Certificates and the Holder of a Note of such tranche will be deemed to be the
Holder of an aggregate unpaid principal amount of such Class of Investor
Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such
Noteholder's Notes of such tranche and (e) any Notes owned by the MBNA Credit
Card Master Note Trust, the Seller, the Servicer, any other holder of the Seller
Interest or any Affiliate thereof will be deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such consent or direction, only Notes which the Trustee knows to be so owned
shall be so disregarded. Notes so owned which have been pledged in good faith
shall not be disregarded and may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Seller, the Servicer,
any other holder of the Seller Interest or any Affiliate thereof.
SECTION 19. Transfer of the Series 2001-__ Certificate. The Series
------------------------------------------
2001-__ Certificate may not be sold, participated, transferred, assigned,
exchanged or otherwise pledged
22
or conveyed in whole or in part except upon the prior delivery to the Master
Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer
Tax Opinion (as defined in the Indenture), respectively, with respect thereto.
23
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series 2001-__ 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: _______________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By: _______________________________
Name:
Title:
[Signature Page to Series 2001-__ Supplement
dated as of ______ __, 2001]
EXHIBIT A
---------
FORM OF CERTIFICATE
-------------------
THIS SERIES 2001-__ CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2001-__
CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2001-__ CERTIFICATE FOR ITS
OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW TO, OR FOR
SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT NEITHER THIS
SERIES 2001-__ CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE
SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE
TRANSFER OF THIS SERIES 2001-__ CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS SERIES
2001-__ CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
No.__
MBNA MASTER CREDIT CARD TRUST II
SERIES 2001-__ CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2001-__
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R) 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 MBNA Credit Card Master Note Trust (the "Investor
--------
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
-----------
A-1
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 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, as of January 10, 1999, as
of October 2, 2000, and as of March 30, 2001, as supplemented by the Series
2001-__ Supplement, dated as of ________ __, 2001 (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.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Investor 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 Investor
Certificateholder by virtue of the acceptance hereof assents and by which the
Investor Certificateholder is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Investor 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.
Beginning on _______ __, 2001 and on each Transfer Date thereafter,
the Trustee shall distribute to the Investor Certificateholders of record as of
the last Business Day of the calendar month preceding such Transfer Date such
amounts as are payable pursuant to the Pooling and Servicing Agreement and as
are requested by the certificate delivered to the Trustee by the Servicer
pursuant to Section 5.01 of the Pooling and Servicing Agreement. The Series
------------
2001-__ Termination Date is the earlier the occur of (i) the date designated by
the Seller following the last occurring Legal Maturity Date of any tranche of
Notes and (ii) the Trust Termination Date. Principal with respect to the Series
2001-__ Certificates will be paid under the circumstances described in 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 Investor Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
This Investor Certificate shall constitute a "security" within the
meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-
102(a)(15) thereof) as in effect from time to time in the State of Delaware and
(ii) the Uniform Commercial Code of any other
______________________
* MasterCard(R)and Visa(R)are federally registered servicemarks of MasterCard
International Inc. and of Visa U.S.A., Inc., respectively.
A-2
applicable jurisdiction that presently or hereafter substantially includes the
1994 revisions to Article 8 thereof as adopted by the American Law Institute and
the National Conference of Commissioners on Uniform State Laws and approved by
the American Bar Association on February 14, 1995.
This Investor Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflict of
law principles thereof.
A-3
IN WITNESS WHEREOF, MBNA America Bank, National Association has caused
this Series 2001-__ Certificate to be duly executed under its official seal.
By: ____________________________
Authorized Officer
[Seal]
Attested to:
By: ________________________
Cashier
Date: ____________ __, 2001
A-4
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Series 2001-__ Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: ______________________
Authorized Signatory
Date: ________ __, 2001
A-5
EXHIBIT B
---------
FORM OF MONTHLY PERFORMANCE STATEMENT AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II, SERIES 2001-__
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 2001-__
Supplement. This notice is delivered pursuant to Section 4.06.
------------
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 4.06, the Servicer does hereby instruct the Trustee (i) to
------------
make withdrawals from the Finance Charge Account and the Principal 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 2001-__ Supplement and Section
--------------- -------
4.06 of the Pooling and Servicing Agreement:
----
A. Pursuant to subsection 3(a) of the Series 2001-__ Supplement:
---------------
1. Servicer Interchange $__________
B. Pursuant to subsection 4.06(b)(ii):
----------------------
1. Amount to be treated as Shared Principal
Collections $__________
C. Pursuant to subsection 4.06(b)(iii):
-----------------------
1. Amount to be paid to the Holder of the Seller
Interest $__________
2. Unallocated Principal Collections $__________
B-1
D. Pursuant to subsection 4.06(c)(ii):
----------------------
1. Amount to be paid to the Holder of the Seller
Interest $__________
2. Unallocated Principal Collections $__________
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.06, the Servicer does hereby instruct the Trustee to pay
------------
in accordance with Section 5.01 to the account of the Certificate Representative
------------
on __________ __, ____, which date is a Transfer Date under the Pooling and
Servicing Agreement, the amounts as set forth below:
A. Pursuant to subsection 4.06(a):
------------------
1. Amount of Available Funds to be distributed to the
Series 2001-__ Certificateholders from the Finance
Charge Account $__________
B. Pursuant to subsection 4.06(b)(i):
---------------------
1. Series 2001-_ Monthly Principal Payment to be
distributed to the Series 2001-__ Certificateholders
from the Principal Account $__________
C. Pursuant to subsection 4.06(c)(i):
---------------------
1. Amount to be distributed to the Series 2001-__
Certificateholders from the Principal Account $__________
B-2
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
__th day __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By: ___________________________
Name:
Title:
B-3
EXHIBIT C
---------
FORM OF MONTHLY SERIES 2001-__ CERTIFICATEHOLDERS' STATEMENT
Series 0000-__
XXXX XXXXXXX BANK, NATIONAL ASSOCIATION
_________________________________________
MBNA MASTER CREDIT CARD TRUST II
_________________________________________
The information which is required to be prepared with respect to the
Transfer 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
------------------------------------------------------
1. The amount of the current monthly distribution which
constitutes Available Funds............................. $__________
2. The amount of the current monthly distribution which
constitutes Available Investor Principal Collections.... $__________
Total................................................... $__________
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 and allocated to Series 2001-__............. $__________
2. Collection of Finance Charge Receivables
----------------------------------------
(a) The aggregate amount of Collections of Finance
Charge Receivables processed during the related
Monthly Period and allocated to Series 2001-__..... $__________
C-1
3. 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
2001-__ as of the end of the day on the last day of
the related Monthly Period........................... $_________
(c) The Floating Allocation Investor Interest as of the
end of the day on the last day of the related
Monthly Period....................................... $_________
(d) The Principal Allocation Investor Interest as of
the end of the day on the last day of the related
Monthly Period....................................... $_________
(e) The Floating Investor Percentage with respect to
the related Monthly Period........................... ____%
(f) The Principal Investor Percentage with respect to
the related Monthly Period........................... ____%
4. 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 Percentage
Account of Total
Balance Receivables
------- -----------
(a) 30 - 59 days: $_________ ____%
(b) 60 - 89 days: $_________ ____%
(c) 90 - 119 days: $_________ ____%
(d) 120 - 149 days: $_________ ____%
(e) 150 - or more days: $_________ ____%
Total: $_________ ____%
5. Investor Default Amount
-----------------------
(a) The Aggregate Investor Default Amount for the
related Monthly Period............................... $_________
C-2
6. Investor Servicing Fee
----------------------
(a) The amount of the Investor Servicing Fee payable
by the Trust to the Servicer for the related Monthly
Period............................................... $_________
(b) The amount of the Net Servicing Fee payable by
the Trust to the Servicer for the related Monthly
Period............................................... $_________
(c) The amount of the Servicer Interchange payable by
the Trust to the Servicer for the related Monthly
Period............................................... $_________
C-3
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:__________________________
Name:
Title:
C-4
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 2001-__
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 2001-__ Certificates............ $________
7. The aggregate amount of funds on deposit in the Principal
Account allocable to the Series 2001-__ Certificates............ $________
8. The amount of Available Funds payable to the Investor
Certificateholders.............................................. $________
a. The amount of Principal Account Investment Proceeds ....... $________
b. The amount of Finance Charge Account Investment Proceeds... $________
9. The amount of Available Investor Principal Collections
payable to the Investor Certificateholders...................... $________
10. The sum of all amounts payable to the Investor
Certificateholders.............................................. $________
11. To the knowledge of the undersigned, no Series 2001-__ 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:
