EX-4.1
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 2001-D Certificateholders
--
SERIES 2001-D SUPPLEMENT
Dated as of May 24, 2001
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
--
MBNA MASTER CREDIT CARD TRUST II
SERIES 2001-D SERIES 2001-D SUPPLEMENT, dated as of
May 24, 2001 (this "Series Supplement"), by and between MBNA AMERICA
BANK, NATIONAL ASSOCIATION, a national banking association, as Seller
and Servicer, and THE BANK OF NEW YORK, as Trustee under the Pooling
and Servicing Agreement dated as of August 4, 1994 between MBNA America
Bank, National Association and the Trustee (as amended from time to
time, the "Agreement").
Section 6.09 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing
the delivery by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and the
Trust shall create a new Series consisting of an Investor Certificate
and shall specify the Principal Terms thereof.
SECTION 1. Designation.
(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-D Certificate."
Such Investor Certificate shall be issued in one Class and shall be
designated the Asset Backed Certificate, Series 2001-D (the "Series
2001-D Certificate"). The Series 2001-D Certificate shall be issued as
one definitive certificate substantially in the form of Exhibit A
hereto.
(b) Series 2001-D shall be included in Group One (as
defined below). Series 2001-D 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, authentication, delivery, presentation, cancellation
and surrender of Registered Certificates and the opinion described in
subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of
Tax Opinion in Section 1.01 of the Agreement shall not be applicable to
the Series 2001-D Certificate, and (ii) the provisions of Section 3.07
of the Agreement shall not apply to cause the Series 2001-D 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-D Certificateholders, agrees to treat the Series 2001-D
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-D
Supplement referred to in the Amended and Restated Trust Agreement of
the MBNA Credit Card Master Note Trust, dated as of May 24, 2001, among
MBNA, as beneficiary, and Wilmington Trust Company, as owner trustee.
SECTION 2. Definitions.
In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall
mean Articles, Sections or subsections of the Agreement, except as
otherwise provided herein. All capitalized terms not otherwise defined
herein are defined in the Agreement. Each capitalized term defined
herein shall relate only to the Certificate and no other Series of
Certificates issued by the Trust.
"Accumulation Period" with respect to Series 2001-D shall
mean, solely for the purposes of the definition of Group One Monthly
Principal Payment as such term is defined in each Supplement relating
to Group One, the Revolving Period.
"Adjusted Outstanding Dollar Principal Amount" shall have
the meaning specified in the Indenture.
"Aggregate Investor Default Amount" shall mean, with
respect to any Monthly Period, the sum of the Investor Default Amounts
with respect to such Monthly Period.
"Aggregate Reallocated Principal Amount" shall mean, with
respect to any Monthly Period, the aggregate Reallocated Principal
Amount (as defined in the Indenture) for all series of Notes for such
Monthly Period.
"Allocation Reset Date" shall mean, with respect to any
Monthly 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 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 amount equal to the sum of (i) Collections of Finance Charge
Receivables and amounts with respect to Annual Membership Fees
allocated to the Series 2001-D 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
Series Supplement), plus (ii) Principal Account Investment Proceeds to
be treated as Available Funds for such Monthly Period pursuant to
subsection 4.02(e) of the Agreement as amended by subsection 5(b) of
this Series Supplement, plus (iii) Finance Charge Account Investment
Proceeds to be treated as Available Funds for such Monthly Period
pursuant to subsection 4.02(e) of the Agreement as amended by
subsection 5(b) of this Series Supplement, minus (iv) if the Seller or
The Bank of New York is the Servicer, any Servicer Interchange for the
related Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, plus (b) the amount of
Shared Principal Collections with respect to Group One that are
allocated to Series 2001-D in accordance with subsection 4.07(b).
"Certificate Representative" shall mean (a) if there is one
Holder of the Series 2001-D Certificate, such Holder or the designee of
such Holder, and (b) if there is more than one Holder of the Series
2001-D Certificate, the designee of the Holders of a majority of the
outstanding principal balance of the Series 2001-D Certificate.
"Closing Date" shall mean May 24, 2001.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Cumulative Series Principal Shortfall" shall mean the sum
of the Series Principal Shortfalls (as such term is defined in each of
the related Series Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Group One Monthly Principal Payment
for the Monthly Period relating to such date over the month to date
amount of Collections processed in respect of Principal Receivables for
such Monthly Period allocable to Investor Certificates of all
outstanding Series in Group One, not subject to reallocation, which are
on deposit or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean July 16, 2001 and the
fifteenth day 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 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.
"Floating Allocation Investor Interest" shall mean, on any
date of 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 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 Default Amounts, as applicable, for all outstanding
Series on such date of determination; provided, however, that with
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).
"Group One" shall mean Series 2001-D and each other Series
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with
respect to any Monthly Period, for all Series in Group One (including
Series 2001-D) 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-D) 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-D
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 May 24,
2001, 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, this Series Supplement or any other Supplement with respect
to Series 2001-D and with respect to any Monthly Period, the Initial
Dollar Principal Amount (as defined in the Indenture) of any
Outstanding series, class or tranche of Notes.
"Insolvency Proceeds" shall mean any proceeds arising out
of a sale, disposition or liquidation of Receivables (or interests
therein) pursuant to subsection 9.02(a) of the Agreement.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of
(a) the Default Amount and (b) the Floating Investor Percentage on the
day such Account became a Defaulted Account.
"Investor Default Rate" shall mean, for any Monthly Period,
the 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 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-D shall
mean, on any 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 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 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 4.05(b)(ii), in each case, as applicable to
such Monthly Period, and (b) the aggregate amount of Unallocated
Principal Collections deposited into the Principal Account pursuant to
subsection 4.05(c).
"Investor Servicing Fee" shall have the meaning specified
in subsection 3(a) hereof.
"Legal Maturity Date," with respect to any tranche of
Notes, shall have the meaning specified in the Indenture.
"Monthly Interest Target" shall mean, with respect to each
Monthly 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, except that the first Monthly Period with respect to the
Series 2001-D Certificate shall begin on and include the Closing Date
and shall end on and include June 30, 2001.
"Monthly Principal Target" shall mean, with respect to each
Monthly 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 3(a) of this Series Supplement.
"Net Servicing Fee Rate" shall mean (a) so long as the
Seller or The Bank of New York is the Servicer, 1.25% per annum and
(b) if the Seller or The Bank of New York is no longer the Servicer,
2.0% per annum.
"Nominal Liquidation Amount," with respect to any tranche
of Notes, shall have the meaning specified in the Indenture.
"Note" or "Notes" shall mean each Note or the Notes (as
defined in the Indenture) secured by the Certificate.
"Outstanding" shall have the meaning specified in the
Indenture.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 of the
Agreement or a Series 2001-D Pay Out Event is deemed to occur pursuant
to Section 7 hereof.
"Payment Instruction" shall have the meaning specified in
the Indenture.
"Permitted Assignee" shall mean any Person who, if it were
the holder 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 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 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 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 commencing on the Pay Out Commencement Date and ending on the
earlier to occur of (a) the Series 2001-D Termination Date and (b) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
"Rating Agency" shall mean, so long as any tranche of Notes
is rated by Xxxxx'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 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.
"Reassignment Amount" shall mean, with respect to any
Transfer Date, 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 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.
"Series 2001-D" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Series 2001-D Certificate.
"Series 2001-D Certificate" shall have the meaning
specified in Section 1.
"Series 2001-D Certificateholders" shall mean the Holders
of the Series 2001-D Certificate.
"Series 2001-D Monthly Principal Payment" shall mean, with
respect to 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-D Pay Out Event" shall have the meaning
specified in Section 7 hereof.
"Series 2001-D Termination Date" shall mean the earlier to
occur of (a) the date designated by the Seller following the last Legal
Maturity Date of any series, class or tranche of Notes, and (b) the
Trust Termination Date.
"Series Principal Shortfall" shall mean, with respect to
any Transfer 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%.
"Servicer Interchange" shall mean, for any Transfer Date,
the portion of Collections of Finance Charge Receivables allocated to
the Series 2001-D Certificate and deposited in the Finance Charge
Account with respect to the related Monthly Period that is attributable
to Interchange; provided, however, that Servicer Interchange for any
Transfer Date shall not exceed one-twelfth of the product of (i) the
Weighted Average Floating Allocation Investor Interest for the related
Monthly Period and (ii) 0.75%; provided further, however, with respect
to the first Transfer Date, the Servicer Interchange may equal but
shall not exceed 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 37 and the denominator
of which is 360.
"Shared Principal Collections" shall mean, with respect to
any Transfer Date, either (a) the amount allocated to the Series 2001-D
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 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 Series 2001-D
Certificate.
"Subordinated Note Percentage" shall mean, with respect to
any date of 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.
"Termination Proceeds" shall mean any proceeds arising out
of a sale of Receivables (or interests therein) pursuant to subsection
12.01(b) of the Agreement with respect to Series 2001-D.
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(c).
"Weighted Average Floating Allocation Investor Interest"
shall mean, 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.
(a) The share of the Servicing Fee allocable to Series
2001-D with respect to any Transfer Date (the "Investor Servicing Fee")
shall be equal to one-twelfth of the product of (i) the Series
Servicing Fee Percentage and (ii) the Weighted Average Floating
Allocation Investor Interest for the Monthly Period preceding such
Transfer Date; provided, however, with respect to the 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 37 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 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 37 and the denominator of which is 360. The share of the Investor
Servicing Fee allocable to the Series 2001-D Certificate with respect
to any Transfer Date (the "Net Servicing Fee") shall be equal to one-
twelfth of the product of (i) the Net Servicing Fee Rate and (ii) the
Weighted Average Floating Allocation Investor Interest for the related
Monthly Period; provided, however, with 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 37 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 of other Series (as provided in the related
Supplements) and in no event shall the Trust, the Trustee or the Series
2001-D Certificateholders be liable therefor. The Net Servicing Fee
shall be payable to the Servicer 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 Series
2001-D Certificateholders with respect to the preceding Monthly Period
as determined pursuant to this subsection 3(b). Such amount of
Interchange shall be equal to the product of (i) the total amount of
Interchange paid or payable to the Seller with respect to such Monthly
Period, (ii) a fraction the numerator of which is the aggregate amount
of cardholder charges for goods and services in the Accounts with
respect to such Monthly Period and the denominator of which is the
aggregate amount of cardholder charges for goods and services in all
MasterCard and VISA consumer revolving credit card accounts owned by
the Seller with respect to such Monthly Period and (iii) the Investor
Percentage with regard to Finance Charge Receivables. On each Transfer
Date, the Seller shall pay to the Servicer, and the Servicer shall
deposit into the Finance Charge Account, in immediately available
funds, the amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to the Series 2001-D 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 Series 2001-D
Certificateholders in Interchange and the proceeds of Interchange, as
set forth in this subsection 3(b). In connection with the foregoing
grant of a security interest, this Series Supplement shall constitute a
security agreement under applicable law. To the extent that a
Supplement for a related Series, other than Series 2001-D, assigns,
sets-over, conveys, pledges or grants a security interest in
Interchange allocable to the Trust, all Investor Certificates of any
such Series (except as otherwise specified in any such Supplement) and
the Series 2001-D 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 Series 2001-D Certificate.
(a) The Seller shall execute and deliver the Series 2001-
D 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 Series 2001-D Certificate shall be delivered as a
Registered Certificate as provided in Section 6.01 of the Agreement.
(c) The Series 2001-D 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.
(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 Series 2001-D 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 subsection 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, subsection 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 subsection
4.06(a) Series 2001-D'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-D for the related Monthly Period at the
commencement of such Transfer Date to the aggregate 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 subsection 4.06(a) Series 2001-D'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-D 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 Series 2001-D Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Series 2001-D Certificateholders.
The Series 2001-D 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 Collection Account,
allocate to the Series 2001-D 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 Series 2001-D 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 Series
2001-D 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 Series 2001-D 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 Series 2001-D
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 Series 2001-D
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
subsection 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 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 Series 2001-D
Certificateholders pursuant to this subsection
4.05(a)(ii) and not previously deposited in the
Principal Account and (y) the excess, if any, of the
Aggregate 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 Series 2001-D 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 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 Series 2001-D 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 Series 2001-D
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
Series 2001-D 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 Series 2001-D 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-D Monthly Principal Payment for
the related Monthly Period shall be paid on each Transfer Date to
the Series 2001-D 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-D) 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-D; 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 Series 2001-D
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 subsection 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).
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-D 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-D with respect to any Transfer Date shall mean an amount equal to
the Series Principal Shortfall, if any, with respect to Series 2001-D
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-D 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-D for such Transfer Date and the denominator of
which is the Cumulative Series Principal Shortfall for all Series in
Group One 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-D 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
existence of a prefunding target amount and 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. Prior to the close of business on the day any
Collections are deposited in the Collection Account during the Monthly
Period in which such notice was given from and after the date of such
notice, the Servicer will:
(a) allocate to the Segregated Seller Interest and
deposit in the Finance Charge Account the aggregate amount of all
Collections of Finance Charge Receivables allocable to the Segregated
Seller Interest with respect to such Monthly Period, and
(b) on the following Transfer Date, (i) pay to the Series
2001-D Certificateholder an amount equal to the lesser of (x) the
aggregate amount deposited in the Finance Charge Account pursuant to
clause (a) above, and (y) 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 (ii) pay to the Holder of the Seller Interest an
amount equal to any excess; provided, however, that within two (2)
Business Days of the occurrence of an Insolvency Event, the aggregate
amount deposited into the Finance Charge Account pursuant to clause (a)
on or prior to the occurrence of such Insolvency Event will, to the
extent not previously paid to the Series 2001-D Certificateholder, be
paid to the Series 2001-D Certificateholder.
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 Series 2001-D 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 Series 2001-D 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-D;
(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated to Series 2001-D;
(v) the aggregate amount of Principal Receivables, the
Investor Interest, the 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-D Pay Out Events. If any one of
the following events shall occur with respect to the Series 2001-D
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 Series
2001-D 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
Series 2001-D Certificate evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 2001-D, and
continues to affect materially and adversely the interests of the
Series 2001-D 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 Series 2001-D Certificate evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series
2001-D, and (ii) as a result of which the interests of the Series 2001-
D Certificateholders are materially and adversely affected and continue
to be materially and adversely affected for such period; provided,
however, that a Series 2001-D 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) of the Agreement; or
(d) any Servicer Default shall occur which would have a
material adverse effect on the Series 2001-D 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 Series
2001-D Certificate evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of this Series 2001-D by notice then
given in writing to the Seller and the Servicer (and to the Trustee if
given by the Series 2001-D Certificateholders) may declare that a pay
out event (a "Series 2001-D 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-D Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Series 2001-D
Certificateholders immediately upon the occurrence of such event.
SECTION 8. Sale of Investor Interest Pursuant to
Subsection 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-D in connection with a
reassignment of Principal Receivables pursuant to subsection
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 subsection 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 Series 2001-D
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 subsection 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 Series 2001-D Certificateholders.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount payable to the Series
2001-D Certificateholders pursuant to subsection 10.02(a) of the
Agreement and all amounts available for distribution to the Series
2001-D Certificateholders shall be distributed in full to the Series
2001-D Certificateholders on such date and shall be deemed to be a
final distribution pursuant to Section 12.01 of the Agreement.
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 subsection 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 Outstanding
principal amount of all Notes 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-D
Certificateholders; provided, however, 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.
(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 subsection 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 accrued, past due and additional
interest on all Notes on such Transfer Date from the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge
Receivables and pay such amount to the Series 2001-D
Certificateholders; provided, however, that the amount of such payment
shall not exceed 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.
(c) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the entire amount payable to the
Series 2001-D Certificateholders pursuant to this Section, and all
amounts on deposit in the Collection Account for distribution to the
Series 2001-D Certificateholders shall be distributed in full to the
Series 2001-D 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 subsection 9.02(a) of the
Agreement, the Holders of the Series 2001-D 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-D equal to the Nominal Liquidation
Amount of the affected tranche of Notes, calculated as of the end of
the prior Monthly Period (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-D Termination. The right of the
Series 2001-D 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 Series
2001-D 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 Xxxxx'x 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).
SECTION 16. No Petition. The Seller, the Servicer and the
Trustee, by entering into this Series Supplement and each Series 2001-D
Certificateholder, by accepting the Series 2001-D 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 Series 2001-D 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 Series 2001-D 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
Series 2001-D 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
subsection 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, Series 2001-D Certificateholders holding a
specified percentage of the aggregate unpaid principal amount of 2001-D
Certificates (a) each Noteholder will be deemed to be a Series 2001-D
Certificateholder; (b) each Noteholder will be deemed to be the Holder
of an aggregate unpaid principal amount of the Series 2001-D
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-D Certificate.
After the Closing Date, the Series 2001-D Certificate may not be sold,
participated, transferred, assigned, exchanged or otherwise pledged 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.
SECTION 20. Amendment to the Agreement.
(a) On the first date on which there are no longer any
Investor Certificates of any Series issued on or prior to April 25,
2001 which are outstanding, Section 9.02 of the Agreement is hereby
amended by deleting such section in its entirety and inserting in its
place the following:
Section 9.02. Additional Rights Upon the Occurrence of Certain
Events. If the Seller shall consent to the appointment of a
conservator or receiver or liquidator for the winding-up or
liquidation of its affairs, or a decree or order of a court or
agency or supervisory authority having jurisdiction in the premises
for the appointment of a conservator or receiver or liquidator for
the winding-up or liquidation of its affairs shall have been entered
against the Seller (an "Insolvency Event"), the Seller shall on the
day of such Insolvency Event immediately cease to transfer Principal
Receivables to the Trust and shall promptly give notice to the
Trustee of such Insolvency Event. Notwithstanding any cessation of
the transfer to the Trust of additional Principal Receivables,
Finance Charge Receivables, whenever created, accrued in respect of
Principal Receivables which have been transferred to the Trust shall
continue to be a part of the Trust, and Collections with respect
thereto shall continue to be allocated and paid in accordance with
Article IV.
(b) The Seller hereby represents and warrants to the
Trustee as of the date of this Series Supplement that, on or before the
date of this Series Supplement, the conditions set forth in subsection
13.01(a) of the Agreement have been satisfied with respect to the
amendment set forth in subsection 20(a).
SECTION 21. Periodic Finance Charges and Other Fees. The
Seller hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Seller to be necessary in
order for the Seller to maintain its credit card business, based upon a
good faith assessment by the Seller, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of such reduction, the
Seller reasonably expects such reduction to cause an early redemption
event under the Indenture with respect to any Notes.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Series 2001-D Supplement to be duly executed
by their respective officers as of the day and year first above
written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By: /S/ XXXXXXXXXXX X XXXXX
Name: XXXXXXXXXXX X XXXXX
Title: VICE PRESIDENT
THE BANK OF NEW YORK,
Trustee
By: /S/ XXXXXXXX XXXXX
Name: XXXXXXXX XXXXX
Title: ASSISTANT TREASURER
[Signature Page to Series 2001-D Supplement
dated as of May 24, 2001]EXHIBIT A
FORM OF CERTIFICATE
THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2001-D
CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2001-D
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-
D CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED
AND ANY APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE
TRANSFER OF THIS SERIES 2001-D 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-D 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-D CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2001-D
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that (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 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-D Supplement, dated as of May 24, 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 July 13, 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-D
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-D 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 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.
IN WITNESS WHEREOF, MBNA America Bank, National Association
has caused this Series 2001-D Certificate to be duly executed under its
official seal.
By:
Authorized Officer
[Seal]
Attested to:
By:
Cashier
Date: ____________ __, 2001
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2001-D Certificates referred to
in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
Authorized Signatory
Date: __________ __, 2001
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-D
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-D 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-D Supplement and Section 4.06 of the Pooling and Servicing
Agreement:
A. Pursuant to subsection 3(a) of the Series 2001-D Supplement:
--Servicer Interchange-$__________
B. Pursuant to subsection 4.06(b)(ii):
--Amount to be treated as Shared Principal Collections-$__________
C. Pursuant to subsection 4.06(b)(iii):
--Amount to be paid to the Holder of the Seller Interest-$__________
--Unallocated Principal Collections-$__________
D. Pursuant to subsection 4.06(c)(ii):
--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):
--Amount of Available Funds to be distributed to the Series 2001-D
Certificateholders from the Finance Charge Account-$__________
B. Pursuant to subsection 4.06(b)(i):
--Series 2001-D Monthly Principal Payment to be distributed to the
Series 2001-D Certificateholders from the Principal Account-$__________
C. Pursuant to subsection 4.06(c)(i):
--Amount to be distributed to the Series 2001-D Certificateholders from
the Principal Account-$__________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:
Name:
Title:EXHIBIT C
FORM OF MONTHLY SERIES 2001-D CERTIFICATEHOLDERS' STATEMENT
Series 2001-D
MBNA AMERICA BANK, NATIONAL ASSOCIATION
--
MBNA MASTER CREDIT CARD TRUST II
--
The information which is required to be prepared with respect to
the Transfer Date of ______ __, ____and with respect to the performance
of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
-Information Regarding the Current Monthly Distribution
--The amount of the current monthly distribution which constitutes
Available Funds....-$__________
--The amount of the current monthly distribution which constitutes
Available Investor Principal Collections...-$__________
--Total -$__________
-Information Regarding the Performance of the Trust
--Collection of Principal Receivables-
---The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated to Series
2001-D-$__________
--Collection of Finance Charge Receivables-
--(a)-The aggregate amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated to Series
2001-D-$__________
--Principal Receivables in the Trust-
---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-
$__________
---The amount of Principal Receivables in the Trust represented by the
Investor Interest of Series 2001-D as of the end of the day on the last
day of the related Monthly Period-$__________
---The Floating Allocation Investor Interest as of the end of the day
on the last day of the related Monthly Period-$__________
---The Principal Allocation Investor Interest as of the end of the day
on the last day of the related Monthly Period-$__________
---The Floating Investor Percentage with respect to the related Monthly
Period-____%
---The Principal Investor Percentage with respect to the related
Monthly Period-____%
----
--Delinquent Balances-
--The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:
--Aggregate
Account
Balance--Percentage
of Total
Receivables
----
---30-59 days:-$__________-____%
---60-89 days:-$__________-____%
---90-119 days:-$__________-____%
---120-149 days:-$__________-____%
---150-or more days:-$__________-____%
--Total: -$__________-____%
--Investor Default Amount
---The Aggregate Investor Default Amount for the related Monthly
Period-$__________
--Investor Servicing Fee-
---The amount of the Investor Servicing Fee payable by the Trust to the
Servicer for the related Monthly Period-$__________
---The amount of the Net Servicing Fee payable by the Trust to the
Servicer for the related Monthly Period-$__________
---The amount of the Servicer Interchange payable by the Trust to the
Servicer for the related Monthly
Period-$__________
--
----
--
----
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II, SERIES 2001-D
-The aggregate amount of the Investor Percentage of Collections of
Principal Receivables-
$__________
-The aggregate amount of the Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts with
respect to Annual Membership Fees)-$__________
-The aggregate amount of the Investor Percentage of amounts with
respect to Annual Membership Fees-$__________
-The aggregate amount of the Investor Percentage of Interchange-
$__________
-The aggregate amount of Servicer Interchange-$__________
-The aggregate amount of funds on deposit in Finance Charge Account
allocable to the Series 2001-D Certificates-$__________
-The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 2001-D Certificates-$__________
-The amount of Available Funds payable to the Series 2001-D
Certificateholders-$__________
-a.The amount of Principal Account Investment Proceeds-$__________
-b.The amount of Finance Charge Account Investment Proceeds-$__________
-The amount of Available Investor Principal Collections payable to the
Series 2001-D Certificateholders-$__________
-The sum of all amounts payable to the Series 2001-D
Certificateholders-$__________
-To the knowledge of the undersigned, no Series 2001-D Pay Out Event or
Trust Pay Out Event has occurred except as described below: -
--None.-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By: _________________________
Name:
Title:
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Servicing Compensation and Assignment of
Interchange 9
SECTION 4. Delivery of the Series 2001-D Certificate 10
SECTION 5. Article IV of the Agreement 11
SECTION 4.04 Rights of Series 2001-D Certificateholders 11
SECTION 4.05 Allocations 11
SECTION 4.06 Monthly Payments 14
SECTION 4.07 Shared Principal Collections 15
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-D Pay Out Events 18
SECTION 8. Sale of Investor Interest Pursuant to Subsection
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 19
SECTION 10. Sale of Receivables 20
SECTION 11. Series 2001-D Termination 20
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 21
SECTION 17. Certain Tax Related Amendments 22
SECTION 18. Treatment of Noteholders 22
SECTION 19. Transfer of the Series 2001-D Certificate 22
SECTION 20. Amendment to the Agreement 23
SECTION 21. Periodic Finance Charges and Other Fees 23
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment
Instructions and Notification to
the Trustee
EXHIBIT C Form of Monthly Series 2001-D
Certificateholder's Statement
SCHEDULE 1
Schedule to the Exhibit C of the Pooling and
Servicing Agreement
DOCSDC1:124135.5
-ii-
