EXECUTION COPY
____________________________________________________________
_____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1997-J Certificateholders
________________________________________
SERIES 1997-J SUPPLEMENT
Dated as of September 10, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-J
____________________________________________________________
____
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Servicing Compensation and Assignment of
Interchange 17
SECTION 4. Reassignment and Transfer Terms 18
SECTION 5. Delivery and Payment for the Certificates 19
SECTION 6. Depository; Form of Delivery of Investor
Certificates 19
SECTION 7. Article IV of Agreement 19
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder 19
SECTION 4.05 Allocations 20
SECTION 4.06 Determination of Monthly Interest 23
SECTION 4.07 Determination of Monthly Principal 24
SECTION 4.08 Coverage of Required Amount 25
SECTION 4.09 Monthly Payments 26
SECTION 4.10 Investor Charge-Offs 30
SECTION 4.11 Excess Spread 31
SECTION 4.12 Reallocated Principal Collections 32
SECTION 4.13 Shared Principal Collections 33
SECTION 4.14 Principal Funding Account 34
SECTION 4.15 Reserve Account 35
SECTION 4.16 Determination of LIBOR 37
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment 37
SECTION 8. Article V of the Agreement 38
SECTION 5.01 Distributions 38
SECTION 5.02 Monthly Series 1997-J Certificateholders'
Statement 38
SECTION 9. Series 1997-J Pay Out Events 40
SECTION 10. Series 1997-J Termination 42
SECTION 11. Periodic Finance Charges and Other Fees 42
SECTION 12. Limitations on Addition of Accounts 42
SECTION 13. Counterparts 42
SECTION 14. Governing Law 42
SECTION 15. Additional Notices 42
SECTION 16. Additional Representations and Warranties of
the
Servicer 43
SECTION 17. No Petition 43
SECTION 18. Certain Tax Related Amendments 43
SECTION 19. Tax Representation and Covenant 44
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 1997-J
Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement
with
respect to the Investor Certificate SERIES 1997-J
SUPPLEMENT,
dated as of September 10, 1997 (this "Series Supplement"),
by and
between MBNA AMERICA BANK, NATIONAL ASSOCIATION, a national
banking
association, as Seller and Servicer, and THE BANK OF NEW
YORK, as
Trustee under the Pooling and Servicing Agreement dated as
of August 4,
1994 between MBNA America Bank, National Association and the
Trustee (as
amended, the "Agreement").
Section 6.09 of the Agreement provides, among
other things,
that the Seller and the Trustee may at any time and from
time to time
enter into a supplement to the Agreement for the purpose of
authorizing
the delivery by the Trustee to the Seller for the execution
and
redelivery to the Trustee for authentication of one or more
Series of
Certificates.
Pursuant to this Series Supplement, the Seller and
the Trust
shall create a new Series of Investor Certificates and shall
specify the
Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby
created a
Series of Investor Certificates to be issued in two classes
pursuant to
the Agreement and this Series Supplement and to be known
together as the
"Series 1997-J Certificates." The two classes shall be
designated the
Class A Floating Rate Asset Backed Certificates, Series 1997-
J (the
"Class A Certificates") and the Class B Floating Rate Asset
Backed
Certificates, Series 1997-J (the "Class B Certificates").
The Class A
Certificates and the Class B Certificates shall be
substantially in the
form of Exhibits A-1 and A-2 hereto, respectively. In
addition, there
is hereby created a third Class of an uncertificated
interest in the
Trust which shall be deemed to be an "Investor Certificate"
for all
purposes under the Agreement and this Series Supplement,
except as
expressly provided herein, and which shall be known as the
Collateral
Interest, Series 1997-J (the "Collateral Interest").
(b) Series 1997-J shall be included in Group One
(as defined
below). Series 1997-J shall not be subordinated to any
other Series.
(c) The Collateral Interest Holder, as holder of
an
"Investor Certificate" under the Agreement, shall be
entitled to the
benefits of the Agreement and this Series Supplement upon
payment by the
Collateral Interest Holder of amounts owing on the Closing
Date pursuant
to the Loan Agreement. Notwithstanding the foregoing,
except as
expressly provided herein, the provisions of Article VI and
Article XII
of the Agreement relating to the registration,
authentication, delivery,
presentation, cancellation and surrender of Registered
Certificates and
the opinion described in Section 6.09(b)(d)(i) and clause
(a) and (c) of
the definition of Tax Opinion in Section 1.01 of the
Agreement shall not
be applicable to the Collateral Interest.
SECTION 2. Definitions.
In the event that any term or provision contained
herein
shall conflict with or be inconsistent with any provision
contained in
the Agreement, the terms and provisions of this Series
Supplement shall
govern. All Article, Section or subsection references
herein shall mean
Articles, Sections or subsections of the Agreement, except
as otherwise
provided herein. All capitalized terms not otherwise
defined herein are
defined in the Agreement. Each capitalized term defined
herein shall
relate only to the Investor Certificates and no other Series
of
Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the
purposes of
the definition of Group One Monthly Principal Payment as
such term is
defined in each Supplement relating to Group One, the
Controlled
Accumulation Period.
"Accumulation Period Factor" shall mean, for each
Monthly
Period, a fraction, the numerator of which is equal to the
sum of the
initial investor interests of all outstanding Series, and
the
denominator of which is equal to the sum of (a) the Initial
Investor
Interest, (b) the initial investor interests of all
outstanding Series
(other than Series 1997-J) which are not expected to be in
their
revolving periods, and (c) the initial investor interests of
all other
outstanding Series which are not allocating Shared Principal
Collections
to other Series and are in their revolving periods;
provided, however,
that this definition may be changed at anytime if the Rating
Agency
Condition is satisfied.
"Accumulation Period Length" shall have the
meaning assigned
such term in subsection 4.09(i).
"Accumulation Shortfall" shall initially mean zero
and shall
thereafter mean, with respect to any Monthly Period during
the
Controlled Accumulation Period, the excess, if any, of the
Controlled
Deposit Amount for the previous Monthly Period over the
amount deposited
into the Principal Funding Account pursuant to subsections
4.09(e)(i)
and 4.09(e)(ii) with respect to the Class A Certificates and
the Class B
Certificates, respectively, for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with
respect to any
date of determination, an amount equal to the sum of (a) the
Class A
Adjusted Investor Interest and (b) the Class B Adjusted
Investor
Interest and (c) the Collateral Interest.
"Aggregate Investor Default Amount" shall mean,
with respect
to any Monthly Period, the sum of the Investor Default
Amounts in
respect of such Monthly Period.
"Available Investor Principal Collections" shall
mean with
respect to any Monthly Period, an amount equal to (a) the
Investor
Principal Collections for such Monthly Period, minus (b) the
amount of
Reallocated Collateral Principal Collections and Reallocated
Class B
Principal Collections with respect to such Monthly Period
which pursuant
to Section 4.12 are required to fund the Class A Required
Amount and the
Class B Required Amount, plus (c) the amount of Shared
Principal
Collections with respect to Group One that are allocated to
Series
1997-J in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean,
with respect
to any Transfer Date, the lesser of (a) the amount on
deposit in the
Reserve Account on such date (after taking into account any
interest and
earnings retained in the Reserve Account pursuant to
subsection 4.15(b)
on such date, but before giving effect to any deposit made
or to be made
pursuant to subsection 4.11(i) to the Reserve Account on
such date) and
(b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any
Monthly Period,
the annualized percentage equivalent of a fraction, the
numerator of
which is equal to the sum of the Class A Monthly Interest,
the Class B
Monthly Interest, the Collateral Monthly Interest, each for
the related
Interest Period, and the Certificateholder Servicing Fee and
the
Servicer Interchange, each with respect to such Monthly
Period, and the
denominator of which is the Investor Interest as of the
close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the
meaning
specified in subsection 3(a) hereof.
"Class A Additional Interest" shall have the
meaning
specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean,
with
respect to any date of determination, an amount equal to the
Class A
Investor Interest minus the funds on deposit in the
Principal Funding
Account (in an amount not to exceed the Class A Investor
Interest) on
such date of determination.
"Class A Available Funds" shall mean, with respect
to any
Monthly Period, an amount equal to the sum of (a) the Class
A Floating
Allocation of the Collections of Finance Charge Receivables
and amounts
with respect to Annual Membership Fees allocated to the
Investor
Certificates and deposited in the Finance Charge Account for
such
Monthly Period (or to be deposited in the Finance Charge
Account on the
related Transfer Date with respect to the preceding Monthly
Period
pursuant to the third paragraph of subsection 4.03(a) and
Section 2.08
of the Agreement and subsection 3(b) of this Series
Supplement),
excluding the portion of Collections of Finance Charge
Receivables
attributable to Servicer Interchange, (b) with respect to
any Monthly
Period during the Controlled Accumulation Period, the
Principal Funding
Investment Proceeds to be treated as Class A Available Funds
pursuant to
subsection 4.14(b)(i), if any, with respect to the related
Transfer Date
and (c) amounts, if any, to be withdrawn from the Reserve
Account which
will be deposited into the Finance Charge Account on the
related
Transfer Date to be treated as Class A Available Funds
pursuant to
subsections 4.15(b) and 4.15(d)(i).
"Class A Certificate Rate" shall mean from the
Closing Date
through October 14, 1997 and from October 15, 1997 through
November 16,
1997, and with respect to each Interest Period thereafter, a
per annum
rate equal to 0.12% per annum in excess of LIBOR, as
determined on the
related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person
in whose
name a Class A Certificate is registered in the Certificate
Register.
"Class A Certificates" shall mean any of the
certificates
executed by the Seller and authenticated by or on behalf of
the Trustee,
substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning
specified
in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with
respect to any
Monthly Period following the Revolving Period, the
percentage equivalent
(which percentage shall never exceed 100%) of a fraction,
the numerator
of which is the Class A Investor Interest as of the close of
business on
the last day of the Revolving Period and the denominator of
which is
equal to the Investor Interest as of the close of business
on the last
day of the Revolving Period.
"Class A Floating Allocation" shall mean, with
respect to
any Monthly Period, the percentage equivalent (which
percentage shall
never exceed 100%) of a fraction, the numerator of which is
the Class A
Adjusted Investor Interest as of the close of business on
the last day
of the preceding Monthly Period and the denominator of which
is equal to
the Adjusted Investor Interest as of the close of business
on such day;
provided, however, that, with respect to the first Monthly
Period, the
Class A Floating Allocation shall mean the percentage
equivalent of a
fraction, the numerator of which is the Class A Initial
Investor
Interest and the denominator of which is the Initial
Investor Interest.
"Class A Initial Investor Interest" shall mean the
aggregate
initial principal amount of the Class A Certificates, which
is
$637,500,000.
"Class A Investor Allocation" shall mean with
respect to any
Monthly Period, (a) with respect to Default Amounts and
Finance Charge
Receivables at any time and Principal Receivables during the
Revolving
Period, the Class A Floating Allocation, and (b) with
respect to
Principal Receivables during the Controlled Accumulation
Period or the
Rapid Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the
meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with
respect
to each Transfer Date, an amount equal to the product of (a)
the
Aggregate Investor Default Amount for the related Monthly
Period and (b)
the Class A Floating Allocation applicable for the related
Monthly
Period.
"Class A Investor Interest" shall mean, on any
date of
determination, an amount equal to (a) the Class A Initial
Investor
Interest, minus (b) the aggregate amount of principal
payments made to
Class A Certificateholders prior to such date and minus (c)
the excess,
if any, of the aggregate amount of Class A Investor Charge-
Offs pursuant
to subsection 4.10(a) over Class A Investor Charge-Offs
reimbursed
pursuant to subsection 4.11(b) prior to such date of
determination;
provided, however, that the Class A Investor Interest may
not be reduced
below zero.
"Class A Monthly Interest" shall mean the monthly
interest
distributable in respect of the Class A Certificates as
calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly
principal
distributable in respect of the Class A Certificates as
calculated in
accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning
specified
in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning
specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the
meaning
specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean,
with
respect to any date of determination, an amount equal to the
Class B
Investor Interest minus the excess, if any, of the Principal
Funding
Account Balance over the Class A Investor Interest on such
date of
determination (such excess not to exceed the Class B
Investor Interest).
"Class B Available Funds" shall mean, with respect
to any
Monthly Period, an amount equal to the sum of (a) the Class
B Floating
Allocation of the Collections of Finance Charge Receivables
and amounts
with respect to Annual Membership Fees allocated to the
Investor
Certificates and deposited in the Finance Charge Account for
such
Monthly Period (or to be deposited in the Finance Charge
Account on the
related Transfer Date with respect to the preceding Monthly
Period
pursuant to the third paragraph of subsection 4.03(a) and
Section 2.08
of the Agreement and subsection 3(b) of this Series
Supplement),
excluding the portion of Collections of Finance Charge
Receivables
attributable to Servicer Interchange, (b) the Principal
Funding
Investment Proceeds to be treated as Class B Available Funds
pursuant to
subsection 4.14(b)(ii), if any, with respect to the related
Transfer
Date and (c) amounts, if any, to be withdrawn from the
Reserve Account
which will be deposited into the Finance Charge Account on
the related
Transfer Date to be treated as Class B Available Funds
pursuant to
subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean from the
Closing Date
through October 14, 1997 and from October 15, 1997 through
November 16,
1997, and with respect to each Interest Period thereafter, a
per annum
rate equal to 0.30% in excess of LIBOR, as determined on the
related
LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person
in whose
name a Class B Certificate is registered in the Certificate
Register.
"Class B Certificates" shall mean any of the
certificates
executed by the Seller and authenticated by or on behalf of
the Trustee,
substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning
specified
in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with
respect to any
Monthly Period following the Revolving Period, the
percentage equivalent
(which percentage shall never exceed 100%) of a fraction,
the numerator
of which is the Class B Investor Interest as of the close of
business on
the last day of the Revolving Period and the denominator of
which is
equal to the Investor Interest as of the close of business
on the last
day of the Revolving Period.
"Class B Floating Allocation" shall mean, with
respect to
any Monthly Period, the percentage equivalent (which
percentage shall
never exceed 100%) of a fraction, the numerator of which is
the Class B
Adjusted Investor Interest as of the close of business on
the last day
of the preceding Monthly Period and the denominator of which
is equal to
the Adjusted Investor Interest as of the close of business
on such day;
provided, however, that, with respect to the first Monthly
Period, the
Class B Floating Allocation shall mean the percentage
equivalent of a
fraction, the numerator of which is the Class B Initial
Investor
Interest and the denominator of which is the Initial
Investor Interest.
"Class B Initial Investor Interest" shall mean the
aggregate
initial principal amount of the Class B Certificates, which
is
$56,250,000.
"Class B Investor Allocation" shall mean with
respect to any
Monthly Period, (a) with respect to Default Amounts and
Finance Charge
Receivables at any time or Principal Receivables during the
Revolving
Period, the Class B Floating Allocation, and (b) with
respect to
Principal Receivables during the Controlled Accumulation
Period or the
Rapid Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the
meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with
respect
to each Transfer Date, an amount equal to the product of (a)
the
Aggregate Investor Default Amount for the related Monthly
Period and (b)
the Class B Floating Allocation applicable for the related
Monthly
Period.
"Class B Investor Interest" shall mean, on any
date of
determination, an amount equal to (a) the Class B Initial
Investor
Interest, minus (b) the aggregate amount of principal
payments made to
Class B Certificateholders prior to such date, minus (c) the
aggregate
amount of Class B Investor Charge-Offs for all prior
Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the
Reallocated
Class B Principal Collections allocated pursuant to
subsection 4.12(a)
on all prior Transfer Dates for which the Collateral
Interest has not
been reduced, minus (e) an amount equal to the amount by
which the Class
B Investor Interest has been reduced on all prior Transfer
Dates
pursuant to subsection 4.10(a) and plus (f) the aggregate
amount of
Excess Spread allocated and available on all prior Transfer
Dates
pursuant to subsection 4.11(d) for the purpose of
reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e);
provided,
however, that the Class B Investor Interest may not be
reduced below
zero.
"Class B Monthly Interest" shall mean the monthly
interest
distributable in respect of the Class B Certificates as
calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly
principal
distributable in respect of the Class B Certificates as
calculated in
accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning
specified
in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning
specified in
subsection 3(a) hereof.
"Closing Date" shall mean September 10, 1997.
"Code" shall mean the Internal Revenue Code of
1986, as
amended.
"Collateral Allocation" shall mean with respect to
any
Monthly Period, (a) with respect to Default Amounts and
Finance Charge
Receivables at any time or Principal Receivables during the
Revolving
Period, the Collateral Floating Allocation, and (b) with
respect to
Principal Receivables during the Controlled Accumulation
Period or the
Rapid Amortization Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with
respect to any
Monthly Period, an amount equal to the Collateral Floating
Allocation of
the Collections of Finance Charge Receivables and amounts
with respect
to Annual Membership Fees allocated to the Investor
Certificates and
deposited in the Finance Charge Account for such Monthly
Period (or to
be deposited in the Finance Charge Account on the related
Transfer Date
with respect to the preceding Monthly Period pursuant to the
third
paragraph of subsection 4.03(a) and Section 2.08 of the
Agreement and
subsection 3(b) of this Series Supplement), excluding the
portion of
Collections of Finance Charge Receivables attributable to
Servicer
Interchange.
"Collateral Charge-Offs" shall have the meaning
specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with
respect to any
Transfer Date, an amount equal to the product of (a) the
Aggregate
Investor Default Amount for the related Monthly Period and
(b) the
Collateral Floating Allocation applicable for the related
Monthly
Period.
"Collateral Fixed Allocation" shall mean with
respect to any
Monthly Period following the Revolving Period, the
percentage equivalent
(which percentage shall never exceed 100%) of a fraction,
the numerator
of which is the Collateral Interest as of the close of
business on the
last day of the Revolving Period and the denominator of
which is equal
to the Investor Interest as of the close of business on the
last day of
the Revolving Period.
"Collateral Floating Allocation" shall mean, with
respect to
any Monthly Period, the percentage equivalent (which
percentage shall
never exceed 100%) of a fraction, the numerator of which is
the
Collateral Interest as of the close of business on the last
day of the
preceding Monthly Period and the denominator of which is
equal to the
Adjusted Investor Interest as of the close of business on
such day;
provided, however, that, with respect to the first Monthly
Period, the
Collateral Floating Allocation shall mean the percentage
equivalent of a
fraction, the numerator of which is the Collateral Initial
Interest and
the denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean
$56,250,000.
"Collateral Interest" shall mean, on any date of
determination, a fractional undivided interest in the Trust
which shall
consist of the right to receive, to the extent necessary to
make the
required payments to the Collateral Interest Holder under
this Series
Supplement, the portion of Collections allocable thereto
under the
Agreement and this Series Supplement, and funds on deposit
in the
Collection Account allocable thereto pursuant to the
Agreement and this
Series Supplement; provided that, with respect to any date,
the
Collateral Interest shall be an amount equal to (a) the
Collateral
Initial Interest, minus (b) the aggregate amount of
principal payments
made to the Collateral Interest Holder prior to such date,
minus (c) the
aggregate amount of Collateral Charge-Offs for all prior
Transfer Dates
pursuant to subsection 4.10(c), minus (d) the amount of
Reallocated
Principal Collections allocated pursuant to subsections
4.12(a) and (b)
on all prior Transfer Dates, minus (e) an amount equal to
the amount by
which the Collateral Interest has been reduced on all prior
Transfer
Dates pursuant to subsections 4.10(a) and (b), and plus (f)
the
aggregate amount of Excess Spread allocated and available on
all prior
Transfer Dates pursuant to subsection 4.11(h) for the
purpose of
reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d)
and (e); provided further, however, that the Collateral
Interest may not
be reduced below zero.
"Collateral Interest Holder" shall mean the entity
so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the
meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the
monthly
interest distributable in respect of the Collateral Interest
as
calculated in accordance with subsection 4.06(c).
"Collateral Monthly Principal" shall mean the
monthly
principal distributable in respect of the Collateral
Interest as
calculated in accordance with subsection 4.07(c).
"Collateral Rate" shall mean, for any Interest
Period, the
rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean for
any Transfer
Date with respect to the Controlled Accumulation Period,
$57,812,500;
provided, however, that if the Accumulation Period Length is
determined
to be less than 12 months pursuant to subsection 4.09(i),
the Controlled
Accumulation Amount for each Transfer Date with respect to
the
Controlled Accumulation Period will be equal to (i) the
product of (x)
the sum of (1) the Class A Initial Investor Interest and (2)
the Class B
Initial Investor Interest and (y) the Accumulation Period
Factor for
such Monthly Period divided by (ii) the Required
Accumulation Factor
Number.
"Controlled Accumulation Period" shall mean,
unless a Pay
Out Event shall have occurred prior thereto, the period
commencing at
the close of business on August 31, 2003 or such later date
as is
determined in accordance with subsection 4.09(i) and ending
on the first
to occur of (a) the commencement of the Rapid Amortization
Period and
(b) the Series 1997-J Termination Date.
"Controlled Deposit Amount" shall mean, with
respect to any
Transfer Date, the sum of (a) the Controlled Accumulation
Amount for
such Transfer Date and (b) any existing Accumulation
Shortfall.
"Covered Amount" shall mean an amount, determined
as of each
Transfer Date with respect to any Interest Period, equal to
the sum of
(a) the product of (i) a fraction, the numerator of which is
the actual
number of days in such Interest Period and the denominator
of which is
360, times (ii) the Class A Certificate Rate in effect with
respect to
such Interest Period, times (iii) the aggregate amount on
deposit in the
Principal Funding Account with respect to Class A Monthly
Principal as
of the Record Date preceding such Transfer Date, plus (b)
the product of
(i) a fraction, the numerator of which is the actual number
of days in
such Interest Period and the denominator of which is 360,
times (ii) the
Class B Certificate Rate in effect with respect to such
Interest Period
times (iii) the aggregate amount on deposit in the Principal
Funding
Account with respect to Class B Monthly Principal as of the
Record Date
preceding such Transfer Date.
"Credit Enhancement" shall mean (a) with respect
to the
Class A Certificates, the subordination of the Class B
Certificates and
the Collateral Interest, and (b) with respect to the Class B
Certificates, the subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the
Collateral
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean
the sum
of the Series Principal Shortfalls (as such term is defined
in each of
the related Series Supplements) for each Series in Group
One.
"Daily Principal Shortfall" shall mean, on any
date of
determination, the excess of the Group One Monthly Principal
Payment for
the Monthly Period relating to such date over the month to
date amount
of Collections processed in respect of Principal Receivables
for such
Monthly Period allocable to investor certificates of all
outstanding
Series in Group One, not subject to reallocation, which are
on deposit
or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean November 17, 1997
and the
fifteenth day of each calendar month thereafter, or if such
fifteenth
day is not a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds"
shall mean,
as of each Transfer Date with respect to the Controlled
Accumulation
Period, the amount, if any, by which the Principal Funding
Investment
Proceeds for such Transfer Date exceed the Covered Amount
determined on
such Transfer Date.
"Excess Spread" shall mean, with respect to any
Transfer
Date, the sum of the amounts with respect to such Transfer
Date, if any,
specified pursuant to subsections 4.09(a)(iv), 4.09(b)(iii)
and
4.09(c)(ii).
"Fitch" shall mean Fitch Investors Service, L.P.
or its
successors.
"Fixed Investor Percentage" shall mean, with
respect to any
Monthly Period, the percentage equivalent of a fraction, the
numerator
of which is the Investor Interest as of the close of
business on the
last day of the Revolving Period and the denominator of
which is the
greater of (a) the aggregate amount of Principal Receivables
in the
Trust determined as of the close of business on the last day
of the
prior Monthly Period and (b) the sum of the numerators used
to calculate
the Investor Percentages (as such term is defined in the
Agreement) for
allocations with respect to Principal Receivables for all
outstanding
Series on such date of determination; provided, however,
that with
respect to any Monthly Period in which an Addition Date
occurs or in
which a Removal Date occurs on which, if any Series has been
paid in
full, Principal Receivables in an aggregate amount
approximately equal
to the initial investor interest of such Series are removed
from the
Trust, the denominator determined pursuant to clause (a)
hereof shall be
(i) the aggregate amount of Principal Receivables in the
Trust as of the
close of business on the last day of the prior Monthly
Period for the
period from and including the first day of such Monthly
Period to but
excluding the related Addition Date or Removal Date and (ii)
the
aggregate amount of Principal Receivables in the Trust as of
the
beginning of the day on the related Addition Date or Removal
Date after
adjusting for the aggregate amount of Principal Receivables
added to or
removed from the Trust on the related Addition Date or
Removal Date, for
the period from and including the related Addition Date or
Removal Date
to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with
respect to
any Monthly Period, the percentage equivalent of a fraction,
the
numerator of which is the Adjusted Investor Interest as of
the close of
business on the last day of the preceding Monthly Period (or
with
respect to the first Monthly Period, the Initial Investor
Interest) and
the denominator of which is the greater of (a) the aggregate
amount of
Principal Receivables as of the close of business on the
last day of the
preceding Monthly Period (or with respect to the first
calendar month in
the first Monthly Period, the aggregate amount of Principal
Receivables
in the Trust as of the close of business on the day
immediately
preceding the Closing Date and with respect to the second
calendar month
in the first Monthly Period, the aggregate amount of
Principal
Receivables as of the close of business on the last day of
the first
calendar month in the first Monthly Period), and (b) the sum
of the
numerators used to calculate the Investor Percentages (as
such term is
defined in the Agreement) for allocations with respect to
Finance Charge
Receivables, Default Amounts or Principal Receivables, as
applicable,
for all outstanding Series on such date of determination;
provided,
however, that with respect to any Monthly Period in which an
Addition
Date occurs or in which a Removal Date occurs on which, if
any Series
has been paid in full, Principal Receivables in an aggregate
amount
approximately equal to the initial investor interest of such
Series are
removed from the Trust, the denominator determined pursuant
to clause
(a) hereof shall be (i) the aggregate amount of Principal
Receivables in
the Trust as of the close of business on the last day of the
prior
Monthly Period for the period from and including the first
day of such
Monthly Period to but excluding the related Addition Date or
Removal
Date and (ii) the aggregate amount of Principal Receivables
in the Trust
as of the beginning of the day on the related Addition Date
or Removal
Date after adjusting for the aggregate amount of Principal
Receivables
added to or removed from the Trust on the related Addition
Date or
Removal Date, for the period from and including the related
Addition
Date or Removal Date to and including the last day of such
Monthly
Period.
"Group One" shall mean Series 1997-J and each
other Series
specified in the related Supplement to be included in Group
One.
"Group One Monthly Principal Payment" shall mean
with
respect to any Monthly Period, for all Series in Group One
(including
Series 1997-J) which are in an Amortization Period or
Accumulation
Period (as such terms are defined in the related Supplements
for all
Series in Group One), the sum of (a) the Controlled
Distribution Amount
for the related Transfer Date for any Series in its
Controlled
Amortization Period (as such terms are defined in the
related
Supplements for all Series in Group One), (b) the Controlled
Deposit
Amount for the related Transfer Date for any Series in its
Accumulation
Period, other than its Rapid Accumulation Period, if
applicable (as such
terms are defined in the related Supplements for all Series
in Group
One), (c) the Investor Interest as of the end of the prior
Monthly
Period taking into effect any payments to be made on the
following
Distribution Date for any Series in Group One in its
Principal
Amortization Period or Rapid Amortization Period (as such
terms are
defined in the related Supplements for all Series in Group
One), (d) the
Adjusted Investor Interest as of the end of the prior
Monthly Period
taking into effect any payments or deposits to be made on
the following
Transfer Date and Distribution Date for any Series in Group
One in its
Rapid Accumulation Period (as such terms are defined in the
related
Supplements for all Series in Group One), (e) the excess of
the
Collateral Interest as of the Transfer Date occurring in
such Monthly
Period over the Required Collateral Interest for the related
Transfer
Date, assuming no Accumulation Shortfall and (f) such other
amounts as
may be specified in the related Supplements for all Series
in Group
One.
"Initial Investor Interest" shall mean
$750,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, (a) with respect to the Class A
Certificates and the
Class B Certificates, the period from and including the
previous
Distribution Date (or in the case of the first Distribution
Date, from
and including the Closing Date) through the day preceding
such
Distribution Date and (b) with respect to the Collateral
Interest, the
period from and including the Transfer Date related to the
immediately
preceding Distribution Date (or in the case of the first
Distribution
Date, from and including the Closing Date) to but excluding
the Transfer
Date related to such Distribution Date.
"Investor Certificateholder" shall mean (a) with
respect to
the Class A Certificates, the holder of record of a Class A
Certificate,
(b) with respect to the Class B Certificates, the holder of
record of a
Class B Certificate and (c) with respect to the Collateral
Interest, the
Collateral Interest Holder.
"Investor Certificates" shall mean the Class A
Certificates,
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect
to any
Receivable in a Defaulted Account, an amount equal to the
product of (a)
the Default Amount and (b) the Floating Investor Percentage
on the day
such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A
Investor
Interest, (b) the Class B Investor Interest and (c) the
Collateral
Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly
Period, (a)
with respect to Finance Charge Receivables and Default
Amounts at any
time and Principal Receivables during the Revolving Period,
the Floating
Investor Percentage and (b) with respect to Principal
Receivables during
the Controlled Accumulation Period or the Rapid Amortization
Period, the
Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with
respect to
any Monthly Period, the sum of (a) the aggregate amount
deposited into
the Principal Account for such Monthly Period pursuant to
subsections
4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv), or
4.05(c)(ii), in each case, as applicable to such Monthly
Period, (b) the
aggregate amount to be treated as Investor Principal
Collections
pursuant to subsections 4.09(a)(iii), and 4.11(a), (b), (c),
(d), (g)
and (h) for such Monthly Period (other than such amount paid
from
Reallocated Principal Collections), and (c) the aggregate
amount of
Unallocated Principal Collections deposited into the
Principal Account
pursuant to subsection 4.05(d).
"Investor Servicing Fee" shall have the meaning
specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the
London
interbank offered rate for one-month United States dollar
deposits
determined by the Trustee on the LIBOR Determination Date
for each
Interest Period in accordance with the provisions of Section
4.16.
"LIBOR Determination Date" shall mean, with
respect to the
Class A Certificates and the Class B Certificates, September
8, 1997 for
the period from the Closing Date through October 14, 1997,
October 13,
1997 for the period from October 15, 1997 through November
16, 1997, and
the second London Business Day prior to the commencement of
the second
and each subsequent Interest Period.
"Loan Agreement" shall mean the agreement among
the Seller,
the Servicer, the Trustee, and the Collateral Interest
Holder, dated as
of September 10, 1997, as amended or modified from time to
time.
"London Business Day" shall mean any Business Day
on which
dealings in deposits in United States dollars are transacted
in the
London interbank market.
"Monthly Interest" shall mean, with respect to any
Transfer
Date, the sum of (a) the Class A Monthly Interest, the Class
A
Additional Interest, if any, and the unpaid Class A
Deficiency Amount,
if any; (b) the Class B Monthly Interest, the Class B
Additional
Interest, if any, and the unpaid Class B Deficiency Amount,
if any, and
(c) the Collateral Monthly Interest, each with respect to
such Transfer
Date.
"Monthly Period" shall have the meaning specified
in the
Agreement, except that the first Monthly Period with respect
to the
Investor Certificates shall begin on and include the Closing
Date and
shall end on and include October 31, 1997.
"Net Servicing Fee Rate" shall mean (a) so long as
the
Seller or The Bank of New York is the Servicer, 1.25% per
annum and (b)
if the Seller or The Bank of New York is no longer the
Servicer, 2.0%
per annum.
"Pay Out Commencement Date" shall mean the date on
which a
Trust Pay Out Event is deemed to occur pursuant to Section
9.01 or a
Series 1997-J Pay Out Event is deemed to occur pursuant to
Section 9
hereof.
"Portfolio Adjusted Yield" shall mean, with
respect to any
Transfer Date, the average of the percentages obtained for
each of the
three preceding Monthly Periods by subtracting the Base Rate
from the
Portfolio Yield for such Monthly Period and deducting 0.5%
from the
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any
Monthly
Period, the annualized percentage equivalent of a fraction,
the
numerator of which is an amount equal to the sum of (a) the
amount of
Collections of Finance Charge Receivables deposited into the
Finance
Charge Account and allocable to the Investor Certificates
for such
Monthly Period and (b) the amount with respect to Annual
Membership Fees
deposited into the Finance Charge Account and allocable to
the Investor
Certificates for such Monthly Period, and (c) the Principal
Funding
Investment Proceeds deposited into the Finance Charge
Account on the
Transfer Date related to such Monthly Period, and (d) the
amount of the
Reserve Draw Amount (up to the Available Reserve Account
Amount) plus
any amounts of interest and earnings described in subsection
4.15, each
deposited into the Finance Charge Account on the Transfer
Date relating
to such Monthly Period, such sum to be calculated on a cash
basis after
subtracting the Aggregate Investor Default Amount for such
Monthly
Period, and the denominator of which is the Investor
Interest as of the
close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning
set forth
in subsection 4.14(a).
"Principal Funding Account Balance" shall mean,
with respect
to any date of determination, the principal amount, if any,
on deposit
in the Principal Funding Account on such date of
determination.
"Principal Funding Investment Proceeds" shall
mean, with
respect to each Transfer Date, the investment earnings on
funds in the
Principal Funding Account (net of investment expenses and
losses) for
the period from and including the immediately preceding
Transfer Date to
but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall
mean, as of
each Transfer Date with respect to the Controlled
Accumulation Period or
the first Transfer Date with respect to the Rapid
Amortization Period,
the amount, if any, by which the Principal Funding
Investment Proceeds
for such Transfer Date are less than the Covered Amount
determined as of
such Transfer Date.
"Rapid Amortization Period" shall mean the
Amortization
Period commencing on the Pay Out Commencement Date and
ending on the
earlier to occur of (a) the Series 1997-J Termination Date
and (b) the
termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Xxxxx'x and Standard &
Poor's.
"Rating Agency Condition" shall mean the
notification in
writing by each Rating Agency to the Seller, the Servicer
and the
Trustee that an action will not result in any Rating Agency
reducing or
withdrawing its then existing rating of the investor
certificates of any
outstanding Series or class of a Series with respect to
which it is a
Rating Agency.
"Reallocated Class B Principal Collections" shall
mean, with
respect to any Transfer Date, Collections of Principal
Receivables
applied in accordance with subsection 4.12(a) in an amount
not to exceed
the product of (a) the Class B Investor Allocation with
respect to the
Monthly Period relating to such Transfer Date and (b) the
Investor
Percentage with respect to the Monthly Period relating to
such Transfer
Date and (c) the amount of Collections of Principal
Receivables with
respect to the Monthly Period relating to such Transfer
Date; provided,
however, that such amount shall not exceed the Class B
Investor Interest
after giving effect to any Class B Investor Charge-Offs for
such
Transfer Date.
"Reallocated Collateral Principal Collections"
shall mean,
with respect to any Transfer Date, Collections of Principal
Receivables
applied in accordance with subsections 4.12(a) and (b) in an
amount not
to exceed the product of (a) the Collateral Allocation with
respect to
the Monthly Period relating to such Transfer Date and (b)
the Investor
Percentage with respect to the Monthly Period relating to
such Transfer
Date and (c) the amount of Collections of Principal
Receivables with
respect to the Monthly Period relating to such Transfer
Date; provided,
however, that such amount shall not exceed the Collateral
Interest after
giving effect to any Collateral Charge-Offs for such
Transfer Date.
"Reallocated Principal Collections" shall mean the
sum of
(a) Reallocated Class B Principal Collections and (b)
Reallocated
Collateral Principal Collections.
"Reference Banks" shall mean four major banks in
the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be
equal to a
fraction, rounded upwards to the nearest whole number, the
numerator of
which is one and the denominator of which is equal to the
lowest monthly
principal payment rate on the Accounts, expressed as a
decimal, for the
12 months preceding the date of such calculation; provided,
however,
that this definition may be changed at any time if the
Rating Agency
Condition is satisfied.
"Required Collateral Interest" shall mean (a)
initially,
$56,250,000 and (b) on any Transfer Date thereafter, 7.5% of
the sum of
the Class A Adjusted Investor Interest and the Class B
Adjusted Investor
Interest on such Transfer Date, after taking into account
deposits into
the Principal Funding Account on such Transfer Date and
payments to be
made on the related Distribution Date, and the Collateral
Interest on
the prior Transfer Date, after any adjustments to be made on
such date,
but not less than $22,500,000; provided, however, that (x)
if either (i)
there is a reduction in the Collateral Interest pursuant to
clause (c),
(d) or (e) of the definition of such term or (ii) a Pay Out
Event with
respect to the Investor Certificates has occurred, the
Required
Collateral Interest for any Transfer Date shall equal the
Required
Collateral Interest for the Transfer Date immediately
preceding such
reduction or Pay Out Event, (y) in no event shall the
Required
Collateral Interest exceed the sum of the outstanding
principal amounts
of (i) the Class A Certificates and (ii) the Class B
Certificates, each
as of the last day of the Monthly Period preceding such
Transfer Date
after taking into account the payments to be made on the
related
Distribution Date and (z) the Required Collateral Interest
may be
reduced at the Seller's option at any time to a lesser
amount if the
Seller, the Servicer, the Collateral Interest Holder and the
Trustee
have been provided evidence that the Rating Agency Condition
shall have
been satisfied.
"Required Reserve Account Amount" shall mean, with
respect
to any Transfer Date on or after the Reserve Account Funding
Date, an
amount equal to (a) 0.5% of the outstanding principal
balance of the
Class A Certificates or (b) any other amount designated by
the Seller;
provided, however, that if such designation is of a lesser
amount, the
Seller shall (i) provide the Servicer, the Collateral
Interest Holder
and the Trustee with evidence that the Rating Agency
Condition shall
have been satisfied and (ii) deliver to the Trustee a
certificate of an
authorized officer to the effect that, based on the facts
known to such
officer at such time, in the reasonable belief of the
Seller, such
designation will not cause a Pay Out Event or an event that,
after the
giving of notice or the lapse of time, would cause a Pay Out
Event to
occur with respect to Series 1997-J.
"Reserve Account" shall have the meaning specified
in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the
Transfer Date
which occurs not later than the earliest of (a) the Transfer
Date with
respect to the Monthly Period which commences 3 months prior
to the
commencement of the Controlled Accumulation Period; (b) the
first
Transfer Date for which the Portfolio Adjusted Yield is less
than 2%,
but in such event the Reserve Account Funding Date shall not
be required
to occur earlier than the Transfer Date with respect to the
Monthly
Period which commences 12 months prior to the commencement
of the
Controlled Accumulation Period; (c) the first Transfer Date
for which
the Portfolio Adjusted Yield is less than 3%, but in such
event the
Reserve Account Funding Date shall not be required to occur
earlier than
the Transfer Date with respect to the Monthly Period which
commences 6
months prior to the commencement of the Controlled
Accumulation Period;
and (d) the first Transfer Date for which the Portfolio
Adjusted Yield
is less than 4%, but in such event the Reserve Account
Funding Date
shall not be required to occur earlier than the Transfer
Date with
respect to the Monthly Period which commences 4 months prior
to the
commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any
Transfer
Date following the Reserve Account Funding Date, the amount,
if any, by
which the amount on deposit in the Reserve Account exceeds
the Required
Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning
specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and
including
the Closing Date to, but not including, the earlier of (a)
the day the
Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.
"Scheduled Payment Date" shall mean the September
2004
Distribution Date.
"Series 1997-J" shall mean the Series of the MBNA
Master
Credit Card Trust II represented by the Investor
Certificates.
"Series 1997-J Certificateholders" shall mean the
holder of
record of a Series 1997-J Certificate.
"Series 1997-J Certificates" shall mean the Class
A
Certificates and the Class B Certificates.
"Series 1997-J Pay Out Event" shall have the
meaning
specified in Section 9 hereof.
"Series 1997-J Termination Date" shall mean the
earliest to
occur of (a) the Distribution Date on which the Investor
Interest is
paid in full, (b) the February 2007 Distribution Date and
(c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with
respect to any
Transfer Date, the excess, if any, of (a) (i) with respect
to any
Transfer Date relating to the Controlled Accumulation
Period, the sum of
(A) the Controlled Deposit Amount for such Transfer Date,
and (B) the
excess, if any, of the Collateral Interest for such Transfer
Date over
the Required Collateral Interest for such Transfer Date and
(ii) with
respect to any Transfer Date relating to the Rapid
Amortization Period,
the Adjusted Investor Interest over (b) the Investor
Principal
Collections minus the Reallocated Principal Collections for
such
Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any
Transfer Date,
the portion of Collections of Finance Charge Receivables
allocated to
the Investor Certificates and deposited in the Finance
Charge Account
with respect to the related Monthly Period that is
attributable to
Interchange; provided, however, that Servicer Interchange
for any
Transfer Date shall not exceed one-twelfth of the product of
(i) the
Adjusted Investor Interest as of the last day of the related
Monthly
Period and (ii) 0.75%; provided further, however, with
respect to the
first Transfer Date, the Servicer Interchange may equal but
shall not
exceed $796,875.
"Shared Principal Collections" shall mean, with
respect to
any Transfer Date, either (a) the amount allocated to the
Investor
Certificates which may be applied to the Series Principal
Shortfall with
respect to other outstanding Series in Group One or (b) the
amounts
allocated to the investor certificates of other Series in
Group One
which the applicable Supplements for such Series specify are
to be
treated as "Shared Principal Collections" and which may be
applied to
cover the Series Principal Shortfall with respect to the
Investor
Certificates.
"Telerate Page 3750" shall mean the display page
currently
so designated on the Dow Xxxxx Telerate Service (or such
other page as
may replace that page on that service for the purpose of
displaying
comparable rates or prices).
"Unallocated Principal Collections" shall have the
meaning
specified in subsection 4.05(d).
SECTION 3. Servicing Compensation and Assignment
of
Interchange. (1) The share of the Servicing Fee allocable
to Series
1997-J with respect to any Transfer Date (the "Investor
Servicing Fee")
shall be equal to one-twelfth of the product of (i) the
Series Servicing
Fee Percentage and (ii) the Adjusted Investor Interest as of
the last
day of the Monthly Period preceding such Transfer Date;
provided,
however, that with respect to the first Transfer Date, the
Investor
Servicing Fee shall be equal to $2,125,000. On each
Transfer Date for
which the Seller or The Bank of New York is the Servicer,
the Servicer
Interchange with respect to the related Monthly Period that
is on
deposit in the Finance Charge Account shall be withdrawn
from the
Finance Charge Account and paid to the Servicer in payment
of a portion
of the Investor Servicing Fee with respect to such Monthly
Period.
Should the Servicer Interchange on deposit in the Finance
Charge Account
on any Transfer Date with respect to the related Monthly
Period be less
than one-twelfth of 0.75% of the Adjusted Investor Interest
as of the
last day of such Monthly Period, the Investor Servicing Fee
with respect
to such Monthly Period will not be paid to the extent of
such
insufficiency of Servicer Interchange on deposit in the
Finance Charge
Account. The Servicer Interchange with respect to the first
Transfer
Date may equal but shall not exceed $796,875. The share of
the Investor
Servicing Fee allocable to the Class A Investor Interest
with respect to
any Transfer Date (the "Class A Servicing Fee") shall be
equal to one-
twelfth of the product of (i) the Class A Floating
Allocation, (ii) the
Net Servicing Fee Rate and (iii) the Adjusted Investor
Interest as of
the last day of the Monthly Period preceding such Transfer
Date;
provided, however, that with respect to the first Transfer
Date, the
Class A Servicing Fee shall be equal to $1,128,906.24. The
share of the
Investor Servicing Fee allocable to the Class B Investor
Interest with
respect to any Transfer Date (the "Class B Servicing Fee")
shall be
equal to one-twelfth of the product of (i) the Class B
Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the
Adjusted
Investor Interest as of the last day of the Monthly Period
preceding
such Transfer Date; provided, however, that with respect to
the first
Transfer Date, the Class B Servicing Fee shall be equal to
$99,609.38.
The share of the Investor Servicing Fee allocable to the
Collateral
Interest with respect to any Transfer Date (the "Collateral
Interest
Servicing Fee," and together with the Class A Servicing Fee
and the
Class B Servicing Fee, the "Certificateholder Servicing
Fee") shall be
equal to one-twelfth of the product of (i) the Collateral
Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the
Adjusted
Investor Interest as of the last day of the Monthly Period
preceding
such Transfer Date; provided, however, that with respect to
the first
Transfer Date, the Collateral Interest Servicing Fee shall
be equal to
$99,609.38. Except as specifically provided above, the
Servicing Fee
shall be paid by the cash flows from the Trust allocated to
the Seller
or the certificateholders of other Series (as provided in
the related
Supplements) and in no event shall the Trust, the Trustee or
the
Investor Certificateholders be liable therefor. The Class A
Servicing
Fee shall be payable to the Servicer solely to the extent
amounts are
available for distribution in respect thereof pursuant to
subsections
4.09(a)(ii) and 4.11(a). The Class B Servicing Fee shall be
payable
solely to the extent amounts are available for distribution
in respect
thereof pursuant to subsections 4.09(b)(ii) and 4.11(c).
The Collateral
Interest Servicing Fee shall be payable solely to the extent
amounts are
available for distribution in respect thereof pursuant to
subsection
4.11(f) or, if applicable, subsection 4.09(c)(i).
(b) On or before each Transfer Date, the Seller
shall notify
the Servicer of the amount of Interchange to be included as
Collections
of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly
Period as
determined pursuant to this subsection 3(b). Such amount of
Interchange
shall be equal to the product of (i) the total amount of
Interchange
paid or payable to the Seller with respect to such Monthly
Period, (ii)
a fraction the numerator of which is the aggregate amount of
cardholder
charges for goods and services in the Accounts with respect
to such
Monthly Period and the denominator of which is the aggregate
amount of
cardholder charges for goods and services in all MasterCard
and VISA
consumer revolving credit card accounts owned by the Seller
with respect
to such Monthly Period and (iii) the Investor Percentage
with regard to
Finance Charge Receivables. On each Transfer Date, the
Seller shall pay
to the Servicer, and the Servicer shall deposit into the
Finance Charge
Account, in immediately available funds, the amount of
Interchange to be
so included as Collections of Finance Charge Receivables
allocable to
the Investor Certificates with respect to the preceding
Monthly Period.
The Seller hereby assigns, sets-over, conveys, pledges and
grants a
security interest and lien to the Trustee for the benefit of
the
Investor Certificateholders in Interchange and the proceeds
of
Interchange, as set forth in this subsection 3(b). In
connection with
the foregoing grant of a security interest, this Series
Supplement shall
constitute a security agreement under applicable law. To
the extent
that a Supplement for a related Series, other than Series
1997-J,
assigns, sets-over, conveys, pledges or grants a security
interest in
Interchange allocable to the Trust, all Investor
Certificates of any
such Series (except as otherwise specified in any such
Supplement) and
the Investor Certificates shall rank pari passu and be
equally and
ratably entitled as provided herein to the benefits of such
Interchange
without preference or priority on account of the actual time
or times of
authentication and delivery, all in accordance with the
terms and
provisions of this Series Supplement and other related
Supplements.
SECTION 4. Reassignment and Transfer Terms. The
Investor
Certificates shall be subject to retransfer to the Seller at
its option,
in accordance with the terms specified in subsection
12.02(a), on any
Distribution Date on or after the Distribution Date on which
the
Investor Interest is reduced to an amount less than or equal
to 5% of
the Initial Investor Interest. The deposit required in
connection with
any such repurchase shall include the amount, if any, on
deposit in the
Principal Funding Account and will be equal to the sum of
(a) the
Investor Interest and (b) accrued and unpaid interest on the
Investor
Certificates through the day preceding the Distribution Date
on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the
Certificates. The
Seller shall execute and deliver the Series 1997-J
Certificates to the
Trustee for authentication in accordance with Section 6.01
of the
Agreement. The Trustee shall deliver such Certificates when
authenticated in accordance with Section 6.02 of the
Agreement.
SECTION 6. Depository; Form of Delivery of
Investor
Certificates.
(a) The Class A Certificates and the Class B
Certificates
shall be delivered as Book-Entry Certificates as provided in
Sections
6.01 and 6.10 of the Agreement.
(a) The Depository for Series 1997-J shall be The
Depository
Trust Company, and the Class A Certificates and Class B
Certificates
shall be initially registered in the name of Cede & Co., its
nominee.
SECTION 7. Article IV of Agreement. Sections
4.01, 4.02
and 4.03 shall be read in their entirety as provided in the
Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof)
shall be
read in its entirety as follows and shall be applicable only
to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall
represent
undivided interests in the Trust, consisting of the right to
receive, to
the extent necessary to make the required payments with
respect to such
Investor Certificates at the times and in the amounts
specified in this
Agreement, (a) the Floating Investor Percentage and Fixed
Investor
Percentage (as applicable from time to time) of Collections
received
with respect to the Receivables and (b) funds on deposit in
the
Collection Account, the Finance Charge Account, the
Principal Account,
the Principal Funding Account, the Reserve Account and the
Distribution
Account. The Collateral Interest shall be subordinate to
the Class A
Certificates and the Class B Certificates. The Class B
Certificates
shall be subordinate to the Class A Certificates. The
Seller
Certificate shall not represent any interest in the
Collection Account,
the Finance Charge Account, the Principal Account, the
Principal Funding
Account, the Reserve Account or the Distribution Account,
except as
specifically provided in this Article IV.
SECTION 4.05 Allocations.
(a) Allocations During the Revolving Period.
During the
Revolving Period, the Servicer shall, prior to the close of
business on
the day any Collections are deposited in the Collection
Account,
allocate to the Investor Certificateholders or the Holder of
the Seller
Certificate and pay or deposit from the Collection Account
the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders
the product
of (y) the Investor Percentage on the Date of Processing of
such
Collections and (z) the aggregate amount of Collections of
Finance
Charge Receivables on such Date of Processing, and of that
allocation, deposit in the Finance Charge Account an amount
equal
to either (I) (A) prior to the date on which the amount of
Monthly
Interest with respect to the related Interest Period is
determined
by the Servicer, an amount equal to the product of (1) the
Investor Percentage on the Date of Processing of such
Collections
and (2) the aggregate amount of Collections of Finance
Charge
Receivables on such Date of Processing, and (B) at all other
times, the difference between (1) the Monthly Interest with
respect to the immediately following Transfer Date (plus, if
the
Seller is not the Servicer, the Certificateholder Servicing
Fee
for such Transfer Date plus the amount of any
Certificateholder
Servicing Fee due but not paid to the Servicer on any prior
Transfer Date) and (2) the amounts previously deposited in
the
Finance Charge Account with respect to the current Monthly
Period
pursuant to this subsection 4.05(a)(i) or (II) the amount of
Collections of Finance Charge Receivables allocated to the
Investor Certificateholders on such Date of Processing
pursuant to
this subsection 4.05(a)(i); provided, that if a deposit
pursuant
to subsection 4.05(a)(i)(I) is made on any Date of
Processing, on
the related Transfer Date, the Servicer shall withdraw from
the
Collection Account and deposit into the Finance Charge
Account an
amount equal to the amount of Collections of Finance Charge
Receivables that have been allocated to the Investor
Certificateholders during the related Monthly Period but not
previously deposited in the Finance Charge Account. Funds
deposited into the Finance Charge Account pursuant to this
subsection 4.05(a)(i) shall be applied in accordance with
Section
4.09.
(ii) Deposit into the Principal Account an amount
equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage
on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first
in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount
equal to
the product of (A) the Class B Investor Allocation on the
Date of
Processing of such Collections, (B) the Investor Percentage
on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first
in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an
amount equal
to the product of (1) the Class A Investor Allocation on the
Date
of Processing of such Collections, (2) the Investor
Percentage on
the Date of Processing of such Collections and (3) the
aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however,
that
the amount deposited into the Principal Account pursuant to
this
subsection 4.05(a)(iv)(A) shall not exceed the Daily
Principal
Shortfall, and (B) pay to the Holder of the Seller
Certificate an
amount equal to the excess, if any, identified in the
proviso to
clause (A) above; provided, however, that the amount to be
paid to
the Holder of the Seller Certificate pursuant to this
subsection
4.05(a)(iv)(B) with respect to any Date of Processing shall
be
paid to the Holder of the Seller Certificate only if the
Seller
Interest on such Date of Processing is greater than zero
(after
giving effect to the inclusion in the Trust of all
Receivables
created on or prior to such Date of Processing and the
application
of payments referred to in subsection 4.03(b)) and otherwise
shall
be considered as Unallocated Principal Collections and
deposited
into the Principal Account in accordance with subsection
4.05(d);
provided further, that in no event shall the amount payable
to the
Holder of the Seller Certificate pursuant to this subsection
4.05(a)(iv)(B) be greater than the Seller Interest on such
Date of
Processing.
(b) Allocations During the Controlled Accumulation
Period.
During the Controlled Accumulation Period, the Servicer
shall, prior to
the close of business on the day any Collections are
deposited in the
Collection Account, allocate to the Investor
Certificateholders or the
Holder of the Seller Certificate and pay or deposit from the
Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an
amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount
of
Collections processed in respect of Finance Charge
Receivables on
such Date of Processing to be applied in accordance with
Section
4.09.
(ii) Deposit into the Principal Account an amount
equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage
on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first
in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount
equal to
the product of (A) the Class B Investor Allocation on the
Date of
Processing of such Collections, (B) the Investor Percentage
on the
Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first
in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an
amount equal
to the product of (1) the Class A Investor Allocation on the
Date
of Processing of such Collections, (2) the Investor
Percentage on
the Date of Processing of such Collections and (3) the
aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however,
that
the amount deposited into the Principal Account pursuant to
this
subsection 4.05(b)(iv)(A) shall not exceed the Daily
Principal
Shortfall, and (B) pay to the Holder of the Seller
Certificate an
amount equal to the excess identified in the proviso to
clause (A)
above, if any; provided, however, that the amount to be paid
to
the Holder of the Seller Certificate pursuant to this
subsection
4.05(b)(iv)(B) with respect to any Date of Processing shall
be
paid to the Holder of the Seller Certificate only if the
Seller
Interest on such Date of Processing is greater than zero
(after
giving effect to the inclusion in the Trust of all
Receivables
created on or prior to such Date of Processing and the
application
of payments referred to in subsection 4.03(b)) and otherwise
shall
be considered as Unallocated Principal Collections and
deposited
into the Principal Account in accordance with subsection
4.05(d);
provided further, that in no event shall the amount payable
to the
Holder of the Seller Certificate pursuant to this subsection
4.05(b)(iv)(B) be greater than the Seller Interest on such
Date of
Processing.
(c) Allocations During the Rapid Amortization
Period.
During the Rapid Amortization Period, the Servicer shall,
prior to the
close of business on the day any Collections are deposited
in the
Collection Account, allocate to the Investor
Certificateholders and pay
or deposit from the Collection Account the following amounts
as set
forth below:
(i) Deposit into the Finance Charge Account an
amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount
of
Collections processed in respect of Finance Charge
Receivables on
such Date of Processing to be applied in accordance with
Section
4.09.
(ii) (A) Deposit into the Principal Account an
amount equal
to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount
of
Collections processed in respect of Principal Receivables on
such
Date of Processing; provided, however, that the amount
deposited
into the Principal Account pursuant to this subsection
4.05(c)(ii)(A) shall not exceed the sum of the Adjusted
Investor
Interest as of the close of business on the last day of the
prior
Monthly Period (after taking into account any payments to be
made
on the Distribution Date relating to such prior Monthly
Period and
deposits and any adjustments to be made to the Investor
Interest
to be made on the Transfer Date relating to such Monthly
Period)
and any Reallocated Principal Collections relating to the
Monthly
Period in which such deposit is made and (B) pay to the
Holder of
the Seller Certificate an amount equal to the excess, if
any,
identified in the proviso to clause (A) above; provided,
however,
that the amount to be paid to the Holder of the Seller
Certificate
pursuant to this subsection 4.05(c)(ii)(B) with respect to
any
Date of Processing shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of
Processing
is greater than zero (after giving effect to the inclusion
in the
Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal
Account in accordance with subsection 4.05(d); provided
further,
that in no event shall the amount payable to the Holder of
the
Seller Certificate pursuant to this subsection
4.05(c)(ii)(B) be
greater than the Seller Interest on such Date of Processing.
(d) Unallocated Principal Collections. Any
Collections in
respect of Principal Receivables or Finance Charge
Receivables not
allocated and paid to the Holder of the Seller Certificate
because of
the limitations contained in subsections 4.05(a)(iv)(B),
4.05(b)(iv)(B)
and 4.05(c)(ii)(B) and any amounts allocable to the Investor
Certificates deposited in the Principal Account pursuant to
subsections
2.04(d)(iii) and 4.03(c) ("Unallocated Principal
Collections") shall be
held in the Principal Account and, prior to the commencement
of the
Controlled Accumulation Period or the Rapid Amortization
Period shall be
paid to the Holder of the Seller Certificate when, and only
to the
extent that, the Seller Interest is greater than zero. For
each
Transfer Date with respect to the Controlled Accumulation
Period or the
Rapid Amortization Period, any such Unallocated Principal
Collections
held in the Principal Account on such Transfer Date shall be
included in
the Investor Principal Collections which to the extent
available shall
be distributed as Available Investor Principal Collections
to be applied
pursuant to Section 4.09 on such Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series
Supplement to
the contrary, whether or not the Servicer is required to
make monthly or
daily deposits from the Collection Account into the Finance
Charge
Account or the Principal Account pursuant to subsections
4.05(a),
4.05(b) and 4.05(c), with respect to any Monthly Period (i)
the Servicer
will only be required to deposit Collections from the
Collection Account
into the Finance Charge Account or the Principal Account up
to the
required amount to be deposited into any such deposit
account or,
without duplication, distributed on or prior to the related
Distribution
Date to the Investor Certificateholders and (ii) if at any
time prior to
such Distribution Date the amount of Collections deposited
in the
Collection Account exceeds the amount required to be
deposited pursuant
to clause (i) above, the Servicer will be permitted to
withdraw the
excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(a) The amount of monthly interest distributable
with
respect to the Class A Certificates shall be an amount equal
to the
product of (i)(A) a fraction, the numerator of which is the
actual
number of days in the related Interest Period and the
denominator of
which is 360, times (B) the Class A Certificate Rate in
effect with
respect to the related Interest Period, times (ii) the
outstanding
principal balance of the Class A Certificates determined as
of the
Record Date preceding the related Transfer Date (the "Class
A Monthly
Interest"); provided, however, that in addition to Class A
Monthly
Interest an amount equal to the amount of any unpaid Class A
Deficiency
Amounts, as defined below, plus an amount equal to the
product of (A)
(1) a fraction, the numerator of which is the actual number
of days in
the related Interest Period and the denominator of which is
360, times
(2) the sum of the Class A Certificate Rate in effect with
respect to
the related Interest Period, plus 2% per annum, and (B) any
Class A
Deficiency Amount from the prior Transfer Date, as defined
below (or the
portion thereof which has not theretofore been paid to Class
A
Certificateholders) (the "Class A Additional Interest")
shall also be
distributable to the Class A Certificates, and on such
Transfer Date the
Trustee shall deposit such funds, to the extent available,
into the
Distribution Account; provided further, that the "Class A
Deficiency
Amount" for any Transfer Date shall be equal to the excess,
if any, of
the aggregate amount accrued pursuant to this subsection
4.06(a) as of
the prior Interest Period over the amount actually
transferred to the
Distribution Account for payment of such amount.
(b) The amount of monthly interest distributable
with
respect to the Class B Certificates shall be an amount equal
to the
product of (i)(A) a fraction, the numerator of which is the
actual
number of days in the related Interest Period and the
denominator of
which is 360, times (B) the Class B Certificate Rate in
effect with
respect to the related Interest Period, times (ii) the
outstanding
principal balance of the Class B Certificates determined as
of the
Record Date preceding the related Transfer Date (the "Class
B Monthly
Interest"); provided, however, that in addition to the Class
B Monthly
Interest an amount equal to the amount of any unpaid Class B
Deficiency
Amounts, as defined below, plus an amount equal to the
product of (A)
(1) a fraction, the numerator of which is the actual number
of days in
the related Interest Period and the denominator of which is
360, times
(2) the sum of the Class B Certificate Rate in effect with
respect to
the related Interest Period, plus 2% per annum, and (B) any
Class B
Deficiency Amount from the prior Transfer Date, as defined
below (or the
portion thereof which has not theretofore been paid to Class
B
Certificateholders) (the "Class B Additional Interest")
shall also be
distributable to the Class B Certificates, and on such
Transfer Date the
Trustee shall deposit such funds, to the extent available,
into the
Distribution Account; provided further, that the "Class B
Deficiency
Amount" for any Transfer Date shall be equal to the excess,
if any, of
the aggregate amount accrued pursuant to this subsection
4.06(b) as of
the prior Interest Period over the amount actually
transferred to the
Distribution Account for payment of such amount.
(c) The amount of monthly interest distributable
with
respect to the Collateral Interest shall be an amount equal
to the
product of (i)(A) a fraction, the numerator of which is the
actual
number of days in the related Interest Period and the
denominator of
which is 360, times (B) the Collateral Rate in effect with
respect to
the related Interest Period, times (ii) the Collateral
Interest
determined as of the Record Date preceding such Transfer
Date (the
"Collateral Monthly Interest"); provided, however, that for
the purposes
of determining Collateral Monthly Interest only, the
Collateral Rate
shall not exceed a per annum rate of 1% in excess of the
London
interbank offered rate for one-month United States dollar
deposits
determined by the Trustee on the second London Business Day
prior to the
Transfer Date on which the related Interest Period
commences.
SECTION 4.07 Determination of Monthly Principal.
(a) The amount of monthly principal distributable
from the
Principal Account with respect to the Class A Certificates
on each
Transfer Date ("Class A Monthly Principal"), beginning with
the Transfer
Date in the month following the month in which the
Controlled
Accumulation Period or, if earlier, the Rapid Amortization
Period,
begins, shall be equal to the least of (i) the Available
Investor
Principal Collections on deposit in the Principal Account
with respect
to such Transfer Date, (ii) for each Transfer Date with
respect to the
Controlled Accumulation Period, the Controlled Deposit
Amount for such
Transfer Date and (iii) the Class A Adjusted Investor
Interest (after
taking into account any adjustments to be made on such
Transfer Date
pursuant to Section 4.10) prior to any deposit into the
Principal
Funding Account on such Transfer Date.
(b) The amount of monthly principal distributable
from the
Principal Account with respect to the Class B Certificates
on each
Transfer Date (the "Class B Monthly Principal"), for the
Controlled
Accumulation Period, beginning with the Transfer Date on
which an amount
equal to the Class A Investor Interest has been deposited in
the
Principal Funding Account (after taking into account any
deposits to be
made on such Transfer Date), or during the Rapid
Amortization Period,
beginning with the Transfer Date immediately preceding the
Distribution
Date on which the Class A Investor Interest will be paid in
full (after
taking into account payments to be made on the related
Distribution
Date), shall be an amount equal to the least of (i) the
Available
Investor Principal Collections on deposit in the Principal
Account with
respect to such Transfer Date (minus the portion of such
Available
Investor Principal Collections applied to Class A Monthly
Principal on
such Transfer Date), (ii) for each Transfer Date with
respect to the
Controlled Accumulation Period, the Controlled Deposit
Amount for such
Transfer Date (minus the Class A Monthly Principal with
respect to such
Transfer Date) and (iii) the Class B Adjusted Investor
Interest (after
taking into account any adjustments to be made on such
Transfer Date
pursuant to Sections 4.10 and 4.12) prior to any deposit
into the
Principal Funding Account on such Transfer Date.
(c) The amount of monthly principal (the
"Collateral Monthly
Principal") distributable from the Principal Account with
respect to the
Collateral Interest on each Transfer Date shall be (A)
during the
Revolving Period following any reduction of the Required
Collateral
Interest pursuant to clause (z) of the proviso in the
definition thereof
an amount equal to the lesser of (1) the excess, if any, of
the
Collateral Interest (after taking into account any
adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and
4.12) over the
Required Collateral Interest on such Transfer Date, and (2)
the
Available Investor Principal Collections on such Transfer
Date or (B)
during the Controlled Accumulation Period or the Rapid
Amortization
Period an amount equal to the lesser of (1) the excess, if
any, of the
Collateral Interest (after taking into account any
adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and
4.12) over the
Required Collateral Interest on such Transfer Date, and (2)
the excess,
if any, of (i) the Available Investor Principal Collections
on such
Transfer Date over (ii) the sum of the Class A Monthly
Principal and the
Class B Monthly Principal for such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(a) On or before each Transfer Date, the Servicer
shall
determine the amount (the "Class A Required Amount"), if
any, by which
the sum of (i) the Class A Monthly Interest for such
Transfer Date, plus
(ii) the Class A Deficiency Amount, if any, for such
Transfer Date, plus
(iii) the Class A Additional Interest, if any, for such
Transfer Date,
plus (iv) the Class A Servicing Fee for the prior Monthly
Period plus
(v) the Class A Servicing Fee, if any, due but not paid on
any prior
Transfer Date, plus (vi) the Class A Investor Default
Amount, if any,
for the prior Monthly Period, exceeds the Class A Available
Funds for
the related Monthly Period.
(b) On or before each Transfer Date, the Servicer
shall also
determine the amount (the "Class B Required Amount"), if
any, equal to
the sum of (i) the amount, if any, by which the sum of (A)
the Class B
Monthly Interest for such Transfer Date, plus (B) the Class
B Deficiency
Amount, if any, for such Transfer Date, plus (C) the Class B
Additional
Interest, if any, for such Transfer Date, plus (D) the Class
B Servicing
Fee for the prior Monthly Period, plus (E) the Class B
Servicing Fee, if
any, due but not paid on any prior Transfer Date, exceeds
the Class B
Available Funds for the related Monthly Period, plus (ii)
the Class B
Investor Default Amount, if any, for the prior Monthly
Period.
(c) In the event that the sum of the Class A
Required Amount
and the Class B Required Amount for such Transfer Date is
greater than
zero, the Servicer shall give written notice to the Trustee
of such
positive Class A Required Amount or Class B Required Amount
on or before
such Transfer Date. In the event that the Class A Required
Amount for
such Transfer Date is greater than zero, all or a portion of
the Excess
Spread with respect to such Transfer Date in an amount equal
to the
Class A Required Amount, to the extent available, for such
Transfer Date
shall be distributed from the Finance Charge Account on such
Transfer
Date pursuant to subsection 4.11(a). In the event that the
Class A
Required Amount for such Transfer Date exceeds the amount of
Excess
Spread with respect to such Transfer Date, the Collections
of Principal
Receivables allocable to the Collateral Interest and the
Collections of
Principal Receivables allocable to the Class B Certificates
with respect
to the prior Monthly Period shall be applied as specified in
Section
4.12. In the event that the Class B Required Amount for
such Transfer
Date exceeds the amount of Excess Spread available to fund
the Class B
Required Amount pursuant to subsection 4.11(c), the
Collections of
Principal Receivables allocable to the Collateral Interest
(after
application to the Class A Required Amount) shall be applied
as
specified in Section 4.12; provided, however, that the sum
of any
payments pursuant to this paragraph shall not exceed the sum
of the
Class A Required Amount and the Class B Required Amount.
SECTION 4.09 Monthly Payments. On or before each
Transfer
Date, the Servicer shall instruct the Trustee in writing
(which writing
shall be substantially in the form of Exhibit B hereto) to
withdraw and
the Trustee, acting in accordance with such instructions,
shall withdraw
on such Transfer Date or the related Distribution Date, as
applicable,
to the extent of available funds, the amounts required to be
withdrawn
from the Finance Charge Account, the Principal Account, the
Principal
Funding Account and the Distribution Account as follows:
(a) An amount equal to the Class A Available Funds
deposited
into the Finance Charge Account for the related Monthly
Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to Class A Monthly Interest
for such
Transfer Date, plus the amount of any Class A Deficiency
Amount
for such Transfer Date, plus the amount of any Class A
Additional
Interest for such Transfer Date, shall be deposited by the
Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee
for such
Transfer Date plus the amount of any Class A Servicing Fee
due but
not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iii) an amount equal to the Class A Investor
Default
Amount, if any, for the preceding Monthly Period shall be
treated
as a portion of Investor Principal Collections and deposited
into
the Principal Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess
Spread and
shall be allocated and distributed as set forth in Section
4.11.
(b) An amount equal to the Class B Available Funds
deposited
into the Finance Charge Account for the related Monthly
Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly
Interest for such
Transfer Date, plus the amount of any Class B Deficiency
Amount
for such Transfer Date, plus the amount of any Class B
Additional
Interest for such Transfer Date, shall be deposited by the
Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee
for such
Transfer Date, plus the amount of any Class B Servicing Fee
due
but not paid to the Servicer on any prior Transfer Date for
such
Transfer Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess
Spread
and shall be allocated and distributed as set forth in
Section
4.11.
(c) An amount equal to the Collateral Available
Funds
deposited into the Finance Charge Account for the related
Monthly Period
will be distributed on each Transfer Date in the following
priority:
(i) if the Seller or The Bank of New York is no
longer the
Servicer, an amount equal to the Collateral Interest
Servicing Fee
for such Transfer Date plus the amount of any Collateral
Interest
Servicing Fee due but not paid to the Servicer on any prior
Transfer Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess
Spread and
shall be allocated and distributed as set forth in Section
4.11.
(d) During the Revolving Period, an amount equal
to the
Available Investor Principal Collections deposited into the
Principal
Account for the related Monthly Period will be distributed
on each
Transfer Date in the following priority:
(i) an amount equal to the Collateral Monthly
Principal for
such Transfer Date shall be distributed to the Collateral
Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the
product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the
application
specified in subsection 4.09(d)(i) above and the denominator
of
which is equal to the sum of the Available Investor
Principal
Collections available for sharing as specified in the
related
Series Supplement for each Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) Available
Investor
Principal Collections, shall remain in the Principal Account
to be
treated as Shared Principal Collections and applied to
Series in
Group One other than this Series 1997-J; and
(iii) an amount equal to the excess, if any, of
(A) the
Available Investor Principal Collections for such Transfer
Date
over (B) the applications specified in subsections
4.09(d)(i) and
(ii) above shall be paid to the Holder of the Seller
Certificate;
provided, however, that the amount to be paid to the Holder
of the
Seller Certificate pursuant to this subsection 4.09(d)(iii)
with
respect to such Transfer Date shall be paid to the Holder of
the
Seller Certificate only if the Seller Interest on such Date
of
Processing is greater than zero (after giving effect to the
inclusion in the Trust of all Receivables created on or
prior to
such Transfer Date and the application of payments referred
to in
subsection 4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into the
Principal
Account in accordance with subsection 4.05(d); provided
further,
that in no event shall the amount payable to the Holder of
the
Seller Certificate pursuant to this subsection 4.09(d)(iii)
be
greater than the Seller Interest on such Transfer Date.
(e) During the Controlled Accumulation Period or
the Rapid
Amortization Period, an amount equal to the Available
Investor Principal
Collections deposited into the Principal Account for the
related Monthly
Period will be distributed on each Transfer Date in the
following
priority:
(i) an amount equal to the Class A Monthly
Principal for
such Transfer Date, shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding
Account,
and (B) during the Rapid Amortization Period, deposited into
the
Distribution Account;
(ii) after giving effect to the distribution
referred to in
clause (i) above, an amount equal to the Class B Monthly
Principal, shall be (A) during the Controlled Accumulation
Period,
deposited into the Principal Funding Account, and (B) during
the
Rapid Amortization Period, deposited into the Distribution
Account;
(iii) for each Transfer Date (other than the
Transfer Date
immediately preceding the Series 1997-J Termination Date)
and on
the Series 1997-J Termination Date, after giving effect to
the
distributions referred to in clauses (i) and (ii) above, an
amount
equal to Collateral Monthly Principal shall be distributed
to the
Collateral Interest Holder in accordance with the Loan
Agreement;
(iv) an amount equal to the lesser of (A) the
product of (1)
a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the
application
specified in subsections 4.09(e)(i), (ii) and (iii) above
and the
denominator of which is equal to the sum of the Available
Investor
Principal Collections available for sharing as specified in
the
related Series Supplement for each Series in Group One and
(2) the
Cumulative Series Principal Shortfall and (B) the Available
Investor Principal Collections remaining after the
application
specified in subsections 4.09(e)(i), (ii) and (iii) above,
shall
remain in the Principal Account to be treated as Shared
Principal
Collections and applied to Series in Group One other than
this
Series 1997-J; and
(v) an amount equal to the excess, if any, of (A)
the
Available Investor Principal Collections over (B) the
applications
specified in subsections 4.09(e)(i) through (iv) above shall
be
paid to the Holder of the Seller Certificate; provided,
however,
that the amount to be paid to the Holder of the Seller
Certificate
pursuant to this subsection 4.09(e)(v) with respect to such
Transfer Date shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of
Processing
is greater than zero (after giving effect to the inclusion
in the
Trust of all Receivables created on or prior to such
Transfer Date
and the application of payments referred to in subsection
4.03(b))
and otherwise shall be considered as Unallocated Principal
Collections and deposited into the Principal Account in
accordance
with subsection 4.05(d); provided further, that in no event
shall
the amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) be greater than the
Seller
Interest on such Transfer Date.
(f) On the earlier to occur of (i) the first
Transfer Date
with respect to the Rapid Amortization Period and (ii) the
Transfer Date
immediately preceding the Scheduled Payment Date, the
Trustee, acting in
accordance with instructions from the Servicer, shall
withdraw from the
Principal Funding Account and deposit in the Distribution
Account the
amount on deposit in the Principal Funding Account.
(g) On each Distribution Date, the Trustee shall
pay in
accordance with subsection 5.01 (i) to the Class A
Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(a)(i) on
the preceding
Transfer Date and (ii) to the Class B Certificateholders
from the
Distribution Account, the amount deposited into the
Distribution Account
pursuant to subsection 4.09(b)(i) on the preceding Transfer
Date.
(h) On the earlier to occur of (i) the first
Distribution
Date with respect to the Rapid Amortization Period and (ii)
the
Scheduled Payment Date and on each Distribution Date
thereafter, the
Trustee, acting in accordance with instructions from the
Servicer, shall
pay in accordance with Section 5.01 from the Distribution
Account the
amount so deposited into the Distribution Account pursuant
to
subsections 4.09(e) and (f) on the related Transfer Date in
the
following priority:
(i) an amount equal to the lesser of such amount
on deposit
in the Distribution Account and the Class A Investor
Interest
shall be paid to the Class A Certificateholders; and
(ii) after giving effect to the distributions
referred to in
clause (i) above, an amount equal to the lesser of such
amount on
deposit in the Distribution Account and the Class B Investor
Interest shall be paid to the Class B Certificateholders.
(iii) The Controlled Accumulation Period is
scheduled to
commence at the close of business on August 31, 2003;
provided, however,
that, if the Accumulation Period Length (determined as
described below)
is less than 12 months, the date on which the Controlled
Accumulation
Period actually commences will be delayed to the first
Business Day of
the month that is the number of whole months prior to the
Scheduled
Payment Date at least equal to the Accumulation Period
Length and, as a
result, the number of Monthly Periods in the Controlled
Accumulation
Period will at least equal the Accumulation Period Length.
On the
Determination Date immediately preceding the August 2003
Distribution
Date, and each Determination Date thereafter until the
Controlled
Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of
whole months
such that the sum of the Accumulation Period Factors for
each month
during such period will be equal to or greater than the
Required
Accumulation Factor Number; provided, however, that the
Accumulation
Period Length will not be determined to be less than one
month; provided
further, however, that the determination of the Accumulation
Period
Length may be changed at any time if the Rating Agency
Condition is
satisfied.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer
shall
calculate the Class A Investor Default Amount. If on any
Transfer Date,
the Class A Investor Default Amount for the prior Monthly
Period exceeds
the sum of the amount allocated with respect thereto
pursuant to
subsection 4.09(a)(iii), subsection 4.11(a) and Section 4.12
with
respect to such Monthly Period, the Collateral Interest
(after giving
effect to reductions for any Collateral Charge-Offs and any
Reallocated
Principal Collections on such Transfer Date) will be reduced
by the
amount of such excess, but not by more than the lesser of
the Class A
Investor Default Amount and the Collateral Interest (after
giving effect
to reductions for any Collateral Charge-Offs and any
Reallocated
Principal Collections on such Transfer Date) for such
Transfer Date. In
the event that such reduction would cause the Collateral
Interest to be
a negative number, the Collateral Interest will be reduced
to zero, and
the Class B Investor Interest (after giving effect to
reductions for any
Class B Investor Charge-Offs and any Reallocated Class B
Principal
Collections on such Transfer Date) will be reduced by the
amount by
which the Collateral Interest would have been reduced below
zero. In
the event that such reduction would cause the Class B
Investor Interest
to be a negative number, the Class B Investor Interest will
be reduced
to zero, and the Class A Investor Interest will be reduced
by the amount
by which the Class B Investor Interest would have been
reduced below
zero, but not by more than the Class A Investor Default
Amount for such
Transfer Date (a "Class A Investor Charge-Off"). If the
Class A
Investor Interest has been reduced by the amount of any
Class A Investor
Charge-Offs, it will be reimbursed on any Transfer Date (but
not by an
amount in excess of the aggregate Class A Investor Charge-
Offs) by the
amount of Excess Spread allocated and available for such
purpose
pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer
shall
calculate the Class B Investor Default Amount. If on any
Transfer Date,
the Class B Investor Default Amount for the prior Monthly
Period exceeds
the amount of Excess Spread and Reallocated Collateral
Principal
Collections which are allocated and available to fund such
amount
pursuant to subsection 4.11(c) and Section 4.12, the
Collateral Interest
(after giving effect to reductions for any Collateral Charge-
Offs and
any Reallocated Principal Collections on such Transfer Date
and any
adjustments with respect thereto as described in subsection
4.10(a)
above) will be reduced by the amount of such excess but not
by more than
the lesser of the Class B Investor Default Amount and the
Collateral
Interest (after giving effect to reductions for any
Collateral Charge-
Offs and any Reallocated Principal Collections on such
Transfer Date and
any adjustments with respect thereto as described in
subsection 4.10(a)
above) for such Transfer Date. In the event that such
reduction would
cause the Collateral Interest to be a negative number, the
Collateral
Interest will be reduced to zero and the Class B Investor
Interest will
be reduced by the amount by which the Collateral Interest
would have
been reduced below zero, but not by more than the Class B
Investor
Default Amount for such Transfer Date (a "Class B Investor
Charge-Off").
The Class B Investor Interest will also be reduced by the
amount of
Reallocated Class B Principal Collections in excess of the
Collateral
Interest pursuant to Section 4.12 and the amount of any
portion of the
Class B Investor Interest allocated to the Class A
Certificates to avoid
a reduction in the Class A Investor Interest pursuant to
subsection
4.10(a) above. The Class B Investor Interest will
thereafter be
reimbursed (but not to an amount in excess of the unpaid
principal
balance of the Class B Certificates) on any Transfer Date by
the amount
of Excess Spread allocated and available for that purpose as
described
under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer
shall
calculate the Collateral Default Amount. If on any Transfer
Date, the
Collateral Default Amount for the prior Monthly Period
exceeds the
amount of Excess Spread which is allocated and available to
fund such
amount pursuant to subsection 4.11(g), the Collateral
Interest will be
reduced by the amount of such excess but not by more than
the lesser of
the Collateral Default Amount and the Collateral Interest
for such
Transfer Date (a "Collateral Charge-Off"). The Collateral
Interest will
also be reduced by the amount of Reallocated Principal
Collections
pursuant to Section 4.12 and the amount of any portion of
the Collateral
Interest allocated to the Class A Certificates or the Class
B
Certificates to avoid a reduction in the Class A Investor
Interest,
pursuant to subsection 4.10(a), or the Class B Investor
Interest,
pursuant to subsection 4.10(b), respectively. The
Collateral Interest
will thereafter be reimbursed on any Transfer Date by the
amount of the
Excess Spread allocated and available for that purpose as
described
under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each
Transfer
Date, the Servicer shall instruct the Trustee in writing
(which writing
shall be substantially in the form of Exhibit B hereto) to
apply Excess
Spread with respect to the related Monthly Period to make
the following
distributions on each Transfer Date in the following
priority:
(a) an amount equal to the Class A Required
Amount, if any,
with respect to such Transfer Date will be used to fund the
Class A
Required Amount and be applied in accordance with, and in
the priority
set forth in, subsection 4.09(a);
(b) an amount equal to the aggregate amount of
Class A
Investor Charge-Offs which have not been previously
reimbursed will be
treated as a portion of Investor Principal Collections and
deposited
into the Principal Account on such Transfer Date;
(c) an amount equal to the Class B Required
Amount, if any,
with respect to such Transfer Date will be used to fund the
Class B
Required Amount and be applied first in accordance with, and
in the
priority set forth in, subsection 4.09(b) and then any
remaining amount
available to pay the Class B Investor Default Amount shall
be treated as
a portion of Investor Principal Collections and deposited
into the
Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by
which the
Class B Investor Interest has been reduced below the initial
Class B
Investor Interest for reasons other than the payment of
principal to the
Class B Certificateholders (but not in excess of the
aggregate amount of
such reductions which have not been previously reimbursed)
will be
treated as a portion of Investor Principal Collections and
deposited
into the Principal Account on such Transfer Date;
(e) an amount equal to the Collateral Monthly
Interest plus
the amount of any past due Collateral Monthly Interest for
such Transfer
Date will be paid to the Collateral Interest Holder in
accordance with
the Loan Agreement;
(f) if the Seller or The Bank of New York is the
Servicer,
an amount equal to the aggregate amount of accrued but
unpaid Collateral
Interest Servicing Fees will be paid to the Servicer;
(g) an amount equal to the Collateral Default
Amount, if
any, for the prior Monthly Period will be treated as a
portion of
Investor Principal Collections and deposited into the
Principal Account
on such Transfer Date;
(h) an amount equal to the aggregate amount by
which the
Collateral Interest has been reduced below the Required
Collateral
Interest for reasons other than the payment of principal to
the
Collateral Interest Holder (but not in excess of the
aggregate amount of
such reductions which have not been previously reimbursed)
will be
treated as a portion of Investor Principal Collections and
deposited
into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the
Reserve Account
Funding Date, but prior to the date on which the Reserve
Account
terminates as described in Section 4.15(f), an amount up to
the excess,
if any, of the Required Reserve Account Amount over the
Available
Reserve Account Amount shall be deposited into the Reserve
Account; and
(j) the balance, if any, after giving effect to
the payments
made pursuant to subparagraphs (a) through (i) above shall
be
distributed in accordance with the Loan Agreement.
SECTION 4.12 Reallocated Principal Collections.
On or
before each Transfer Date, the Servicer shall instruct the
Trustee in
writing (which writing shall be substantially in the form of
Exhibit B
hereto) to withdraw from the Principal Account and apply
Reallocated
Principal Collections (applying all Reallocated Collateral
Principal
Collections in accordance with subsections 4.12(a) and (b)
prior to
applying any Reallocated Class B Principal Collections in
accordance
with subsection 4.12(a) for any amounts still owing after
the
application of Reallocated Collateral Principal Collections)
with
respect to such Transfer Date, to make the following
distributions on
each Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i)
the Class
A Required Amount, if any, with respect to such Transfer
Date over (ii)
the amount of Excess Spread with respect to the related
Monthly Period,
shall be applied pursuant to subsections 4.09(a)(i), (ii)
and (iii); and
(b) an amount equal to the excess, if any, of (i)
the Class
B Required Amount, if any, with respect to such Transfer
Date over (ii)
the amount of Excess Spread allocated and available to the
Class B
Certificates pursuant to subsection 4.11(c) on such Transfer
Date shall
be applied first pursuant to subsections 4.09(b)(i) and (ii)
and then
pursuant to subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest
shall be
reduced by the amount of Reallocated Collateral Principal
Collections
and by the amount of Reallocated Class B Principal
Collections for such
Transfer Date. In the event that such reduction would cause
the
Collateral Interest (after giving effect to any Collateral
Charge-Offs
for such Transfer Date) to be a negative number, the
Collateral Interest
(after giving effect to any Collateral Charge-Offs for such
Transfer
Date) shall be reduced to zero and the Class B Investor
Interest shall
be reduced by the amount by which the Collateral Interest
would have
been reduced below zero. In the event that the reallocation
of
Reallocated Principal Collections would cause the Class B
Investor
Interest (after giving effect to any Class B Investor Charge-
Offs for
such Transfer Date) to be a negative number on any Transfer
Date,
Reallocated Principal Collections shall be reallocated on
such Transfer
Date in an aggregate amount not to exceed the amount which
would cause
the Class B Investor Interest (after giving effect to any
Class B
Investor Charge-Offs for such Transfer Date) to be reduced
to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on
deposit
in the Principal Account equal to the amount of Shared
Principal
Collections allocable to Series 1997-J on any Transfer Date
shall be
applied as an Available Investor Principal Collection
pursuant to
Section 4.09 and pursuant to such Section 4.09 shall be
deposited in the
Distribution Account or distributed in accordance with the
Loan
Agreement.
(b) Shared Principal Collections allocable to
Series 1997-J
with respect to any Transfer Date shall mean an amount equal
to the
Series Principal Shortfall, if any, with respect to Series
1997-J for
such Transfer Date; provided, however, that if the aggregate
amount of
Shared Principal Collections for all Series for such
Transfer Date is
less than the Cumulative Series Principal Shortfall for such
Transfer
Date, then Shared Principal Collections allocable to Series
1997-J on
such Transfer Date shall equal the product of (i) Shared
Principal
Collections for all Series for such Transfer Date and (ii) a
fraction,
the numerator of which is the Series Principal Shortfall
with respect to
Series 1997-J for such Transfer Date and the denominator of
which is the
aggregate amount of Cumulative Series Principal Shortfall
for all Series
for such Transfer Date.
(c) Solely for the purpose of determining the
amount of
Available Investor Principal Collections to be treated as
Shared
Principal Collections on any Transfer Date allocable to
other Series in
Group One, on each Determination Date, the Servicer shall
determine the
Class A Required Amount, Class B Required Amount, Excess
Spread and
Reallocated Principal Collections as of such Determination
Date for the
following Transfer Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain with
a
Qualified Institution, which may be the Trustee, in the name
of the
Trust, on behalf of the Trust, for the benefit of the
Investor
Certificateholders, a segregated trust account with the
corporate trust
department of such Qualified Institution (the "Principal
Funding
Account"), bearing a designation clearly indicating that the
funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right,
title and
interest in all funds on deposit from time to time in the
Principal
Funding Account and in all proceeds thereof. The Principal
Funding
Account shall be under the sole dominion and control of the
Trustee for
the benefit of the Investor Certificateholders. If at any
time the
institution holding the Principal Funding Account ceases to
be a
Qualified Institution, the Seller shall notify the Trustee,
and the
Trustee upon being notified (or the Servicer on its behalf)
shall,
within 10 Business Days, establish a new Principal Funding
Account
meeting the conditions specified above with a Qualified
Institution, and
shall transfer any cash or any investments to such new
Principal Funding
Account. The Trustee, at the direction of the Servicer,
shall (i) make
withdrawals from the Principal Funding Account from time to
time, in the
amounts and for the purposes set forth in this Series
Supplement, and
(ii) on each Transfer Date (from and after the commencement
of the
Controlled Accumulation Period) prior to the termination of
the
Principal Funding Account make deposits into the Principal
Funding
Account in the amounts specified in, and otherwise in
accordance with,
subsection 4.09(e).
(b) Funds on deposit in the Principal Funding
Account shall
be invested at the direction of the Servicer by the Trustee
in Permitted
Investments. Funds on deposit in the Principal Funding
Account on any
Transfer Date, after giving effect to any withdrawals from
the Principal
Funding Account on such Transfer Date, shall be invested in
such
investments that will mature so that such funds will be
available for
withdrawal on or prior to the following Transfer Date. The
Trustee
shall maintain for the benefit of the Investor
Certificateholders
possession of the negotiable instruments or securities, if
any,
evidencing such Permitted Investments. No Permitted
Investment shall be
disposed of prior to its maturity.
On each Transfer Date with respect to the
Controlled
Accumulation Period and on the first Transfer Date with
respect to the
Rapid Amortization Period, the Trustee, acting at the
Servicer's
direction given on or before such Transfer Date, shall
transfer from the
Principal Funding Account to the Finance Charge Account the
Principal
Funding Investment Proceeds on deposit in the Principal
Funding Account,
but not in excess of the Covered Amount, for application in
the
following priority:
(i) an amount up to that portion of the Covered
Amount
computed pursuant to clause (a) of the definition of Covered
Amount shall be treated as Class A Available Funds to be
applied
pursuant to subsection 4.09(a)(i); and
(ii) an amount up to that portion of the Covered
Amount
computed pursuant to clause (b) of the definition of Covered
Amount shall be treated as Class B Available Funds to be
applied
pursuant to subsection 4.09(b)(i).
Any Excess Principal Funding Investment Proceeds
shall be
paid to the Seller on each Transfer Date. An amount equal
to any
Principal Funding Investment Shortfall will be deposited in
the Finance
Charge Account on each Transfer Date from the Reserve
Account to the
extent funds are available pursuant to, and in accordance
with,
subsection 4.15(d). Principal Funding Investment Proceeds
(including
reinvested interest) shall not be considered part of the
amounts on
deposit in the Principal Funding Account for purposes of
this Series
Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain with
a
Qualified Institution, which may be the Trustee in the name
of the
Trust, on behalf of the Trust, for the benefit of the
Investor
Certificateholders, a segregated trust account with the
corporate trust
department of such Qualified Institution (the "Reserve
Account"),
bearing a designation clearly indicating that the funds
deposited
therein are held for the benefit of the Investor
Certificateholders.
The Trustee shall possess all right, title and interest in
all funds on
deposit from time to time in the Reserve Account and in all
proceeds
thereof. The Reserve Account shall be under the sole
dominion and
control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding
the Reserve
Account ceases to be a Qualified Institution, the Seller
shall notify
the Trustee, and the Trustee upon being notified (or the
Servicer on its
behalf) shall, within 10 Business Days, establish a new
Reserve Account
meeting the conditions specified above with a Qualified
Institution, and
shall transfer any cash or any investments to such new
Reserve Account.
The Trustee, at the direction of the Servicer, shall (i)
make
withdrawals from the Reserve Account from time to time in an
amount up
to the Available Reserve Account Amount at such time, for
the purposes
set forth in this Series Supplement, and (ii) on each
Transfer Date
(from and after the Reserve Account Funding Date) prior to
termination
of the Reserve Account make a deposit into the Reserve
Account in the
amount specified in, and otherwise in accordance with,
subsection
4.11(i).
(b) Funds on deposit in the Reserve Account shall
be
invested at the direction of the Servicer by the Trustee in
Permitted
Investments. Funds on deposit in the Reserve Account on any
Transfer
Date, after giving effect to any withdrawals from the
Reserve Account on
such Transfer Date, shall be invested in such investments
that will
mature so that such funds will be available for withdrawal
on or prior
to the following Transfer Date. The Trustee shall maintain
for the
benefit of the Investor Certificateholders possession of the
negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of
prior to its
maturity. On each Transfer Date, all interest and earnings
(net of
losses and investment expenses) accrued since the preceding
Transfer
Date on funds on deposit in the Reserve Account shall be
retained in the
Reserve Account (to the extent that the Available Reserve
Account Amount
is less than the Required Reserve Account Amount) and the
balance, if
any, shall be deposited into the Finance Charge Account and
included in
Class A Available Funds for such Transfer Date. For
purposes of
determining the availability of funds or the balance in the
Reserve
Account for any reason under this Series Supplement, except
as otherwise
provided in the preceding sentence, investment earnings on
such funds
shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect
to the
Controlled Accumulation Period and on or before the first
Transfer Date
with respect to the Rapid Amortization Period, the Servicer
shall
calculate the "Reserve Draw Amount" which shall be equal to
the
Principal Funding Investment Shortfall with respect to each
Transfer
Date with respect to the Controlled Accumulation Period or
the first
Transfer Date with respect to the Rapid Amortization Period;
provided,
however, that such amount will be reduced to the extent that
funds
otherwise would be available for deposit in the Reserve
Account under
Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the
Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to
the
Available Reserve Account Amount, shall be withdrawn from
the Reserve
Account on such Transfer Date by the Trustee (acting in
accordance with
the instructions of the Servicer), and deposited into the
Finance Charge
Account for application in the following priority:
(i) an amount up to the excess, if any, of (x) an
amount
equal to that portion of the Covered Amount computed
pursuant to
clause (a) of the definition of Covered Amount over (y) the
amount
treated as Class A Available Funds pursuant to subsection
4.14(b)(i), shall be treated as Class A Available Funds to
be
applied pursuant to subsection 4.09(a)(i); and
(ii) an amount up to the excess, if any, of (x) an
amount
equal to that portion of the Covered Amount computed
pursuant to
clause (b) of the definition of Covered Amount over (y) the
amount
treated as Class B Available Funds pursuant to subsection
4.14(b)(ii), shall be treated as Class B Available Funds to
be
applied pursuant to subsection 4.09(b)(i).
(e) In the event that the Reserve Account Surplus
on any
Transfer Date, after giving effect to all deposits to and
withdrawals
from the Reserve Account with respect to such Transfer Date,
is greater
than zero, the Trustee, acting in accordance with the
instructions of
the Servicer, shall withdraw from the Reserve Account, and
pay in
accordance with the Loan Agreement, an amount equal to such
Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the
termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the
Controlled
Accumulation Period has not commenced, the first Transfer
Date relating
to the Rapid Amortization Period and (iii) if the Controlled
Accumulation Period has commenced, the earlier of the first
Transfer
Date with respect to the Rapid Amortization Period and the
Transfer Date
immediately preceding the Scheduled Payment Date, the
Trustee, acting in
accordance with the instructions of the Servicer, after the
prior
payment of all amounts owing to the Series 1997-J
Certificateholders
that are payable from the Reserve Account as provided
herein, shall
withdraw from the Reserve Account and pay in accordance with
the Loan
Agreement, all amounts, if any, on deposit in the Reserve
Account and
the Reserve Account shall be deemed to have terminated for
purposes of
this Series Supplement.
SECTION 4.16 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee
will
determine LIBOR on the basis of the rate for deposits in
United States
dollars for a one-month period which appears on Telerate
Page 3750 as of
11:00 a.m., London time, on such date. If such rate does
not appear on
Telerate Page 3750, the rate for that LIBOR Determination
Date will be
determined on the basis of the rates at which deposits in
United States
dollars are offered by the Reference Banks at approximately
11:00 a.m.,
London time, on that day to prime banks in the London
interbank market
for a one-month period. The Trustee will request the
principal London
office of each of the Reference Banks to provide a quotation
of its
rate. If at least two such quotations are provided, the rate
for that
LIBOR Determination Date will be the arithmetic mean of the
quotations.
If fewer than two quotations are provided as requested, the
rate for
that LIBOR Determination Date will be the arithmetic mean of
the rates
quoted by major banks in New York City, selected by the
Servicer, at
approximately 11:00 a.m., New York City time, on that day
for loans in
United States dollars to leading European banks for a one-
month period.
(b) The Class A Certificate Rate and Class B
Certificate
Rate applicable to the then current and the immediately
preceding
Interest Periods may be obtained by any Investor
Certificateholder by
telephoning the Trustee at its Corporate Trust Office at
(000) 000-0000.
(c) On each LIBOR Determination Date prior to
12:00 noon New
York City time, the Trustee shall send to the Servicer by
facsimile,
notification of LIBOR for the following Interest Period.
SECTION 4.17 Seller's or Servicer's Failure to
Make a
Deposit or Payment.
If the Servicer or the Seller fails to make, or
give
instructions to make, any payment or deposit (other than as
required by
subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02
and 12.01)
required to be made or given by the Servicer or Seller,
respectively, at
the time specified in the Agreement (including applicable
grace
periods), the Trustee shall make such payment or deposit
from the
applicable Investor Account without instruction from the
Servicer or
Seller. The Trustee shall be required to make any such
payment, deposit
or withdrawal hereunder only to the extent that the Trustee
has
sufficient information to allow it to determine the amount
thereof;
provided, however, that the Trustee shall in all cases be
deemed to have
sufficient information to determine the amount of interest
payable to
the Series 1997-J Certificateholders on each Distribution
Date. The
Servicer shall, upon request of the Trustee, promptly
provide the
Trustee with all information necessary to allow the Trustee
to make such
payment, deposit or withdrawal. Such funds or the proceeds
of such
withdrawal shall be applied by the Trustee in the manner in
which such
payment or deposit should have been made by the Seller or
the Servicer,
as the case may be.
SECTION 8. Article V of the Agreement. Article V
of the
Agreement shall read in its entirety as follows and shall be
applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions.
(a) On each Distribution Date, the Trustee shall
distribute
(in accordance with the certificate delivered on or before
the related
Transfer Date by the Servicer to the Trustee pursuant to
subsection
3.04(b)) to each Class A Certificateholder of record on the
immediately
preceding Record Date (other than as provided in subsection
2.04(e) or
Section 12.03 respecting a final distribution) such
Certificateholder's
pro rata share (based on the aggregate Undivided Interests
represented
by Class A Certificates held by such Certificateholder) of
amounts on
deposit in the Distribution Account as are payable to the
Class A
Certificateholders pursuant to Section 4.09 by check mailed
to each
Class A Certificateholder (at such Certificateholder's
address as it
appears in the Certificate Register), except that with
respect to Class
A Certificates registered in the name of the nominee of a
Clearing
Agency, such distribution shall be made in immediately
available funds.
(b) On each Distribution Date, the Trustee shall
distribute
(in accordance with the certificate delivered on or before
the related
Transfer Date by the Servicer to the Trustee pursuant to
subsection
3.04(b)) to each Class B Certificateholder of record on the
immediately
preceding Record Date (other than as provided in subsection
2.04(e) or
Section 12.03 respecting a final distribution) such
Certificateholder's
pro rata share (based on the aggregate Undivided Interests
represented
by Class B Certificates held by such Certificateholder) of
amounts on
deposit in the Distribution Account as are payable to the
Class B
Certificateholders pursuant to Section 4.09 by check mailed
to each
Class B Certificateholder (at such Certificateholder's
address as it
appears in the Certificate Register), except that with
respect to Class
B Certificates registered in the name of the nominee of a
Clearing
Agency, such distribution shall be made in immediately
available funds.
SECTION 5.02 Monthly Series 1997-J
Certificateholders'
Statement.
(a) On or before each Distribution Date, the
Trustee shall
forward to each Series 1997-J Certificateholder, each Rating
Agency and
the Collateral Interest Holder a statement substantially in
the form of
Exhibit C to this Series Supplement prepared by the
Servicer, delivered
to the Trustee and setting forth, among other things, the
following
information (which, in the case of subclauses (i), (ii) and
(iii) below,
shall be stated on the basis of an original principal amount
of $1,000
per Certificate and, in the case of subclauses (ix) and (x)
shall be
stated on an aggregate basis and on the basis of an original
principal
amount of $1,000 per Certificate, as applicable):
(i) the amount of the current distribution;
(ii) the amount of the current distribution
allocable to
Class A Monthly Principal, Class B Monthly Principal and
Collateral Monthly Principal, respectively;
(iii) the amount of the current distribution
allocable to
Class A Monthly Interest, Class A Deficiency Amounts, Class
A
Additional Interest, Class B Monthly Interest, Class B
Deficiency
Amounts, Class B Additional Interest, Collateral Monthly
Interest,
and any past due Collateral Monthly Interest, respectively;
(iv) the amount of Collections of Principal
Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B
Certificates and
the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Class A Certificates, the Class
B
Certificates and the Collateral Interest, respectively;
(vi) the aggregate amount of Principal
Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class
A
Investor Interest, the Class A Adjusted Investor Interest,
the
Class B Investor Interest, Class B Adjusted Investor
Interest, the
Collateral Interest, the Floating Investor Percentage, the
Class A
Floating Allocation, the Class B Floating Allocation, the
Collateral Floating Allocation and the Fixed Investor
Percentage,
Class A Fixed Allocation, the Class B Fixed Allocation and
the
Collateral Fixed Allocation with respect to the Principal
Receivables in the Trust as of the end of the day on the
Record
Date;
(vii) the aggregate outstanding balance of
Accounts which
were 35 to 64, 65 to 94, 95 to 124, 125 to 154 and 155 or
more
days delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount,
the Class A
Investor Default Amount, the Class B Investor Default Amount
and
the Collateral Default Amount for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for
the
related Monthly Period;
(x) the aggregate amount of Class A Investor
Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs
reimbursed
on the Transfer Date immediately preceding such Distribution
Date;
(xi) the amount of the Class A Servicing Fee, the
Class B
Servicing Fee, the Collateral Interest Servicing Fee and the
Servicer Interchange for the related Monthly Period;
(xii) the Portfolio Yield for the preceding
Monthly Period;
(xiii) the amount of Reallocated Collateral
Principal
Collections and Reallocated Class B Principal Collections
with
respect to such Distribution Date;
(xiv) the Class A Investor Interest, the Class
A Adjusted
Investor Interest, the Class B Investor Interest, the Class
B
Adjusted Investor Interest and the Collateral Interest as of
the
close of business on such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on
the Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment
Proceeds transferred
to the Finance Charge Account to be treated as Class A
Available
Funds and Class B Available Funds, respectively, on the
related
Transfer Date;
(xix) the Principal Funding Investment
Shortfall on the
related Transfer Date;
(xx) the amount of Class A Available Funds and
Class B
Available Funds on deposit in the Finance Charge Account on
the
related Transfer Date;
(xxi) such other items as are set forth in
Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On
or before
January 31 of each calendar year, beginning with calendar
year 1998, the
Trustee shall distribute to each Person who at any time
during the
preceding calendar year was a Series 1997-J
Certificateholder, a
statement prepared by the Servicer containing the
information required
to be contained in the regular monthly report to Series 1997-
J
Certificateholders, as set forth in subclauses (i), (ii) and
(iii)
above, aggregated for such calendar year or the applicable
portion
thereof during which such Person was a Series 1997-J
Certificateholder,
together with such other customary information (consistent
with the
treatment of the Certificates as debt) as the Servicer deems
necessary
or desirable to enable the Series 1997-J Certificateholders
to prepare
their tax returns. Such obligations of the Trustee shall be
deemed to
have been satisfied to the extent that substantially
comparable
information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to
time in
effect.
SECTION 9. Series 1997-J Pay Out Events. If any
one of the
following events shall occur with respect to the Investor
Certificates:
(a) failure on the part of the Seller (i) to make
any
payment or deposit required by the terms of (A) the
Agreement or (B)
this Series Supplement, on or before the date occurring five
days after
the date such payment or deposit is required to be made
herein or (ii)
duly to observe or perform in any material respect any
covenants or
agreements of the Seller set forth in the Agreement or this
Series
Supplement (including, without limitation, the covenant of
the Seller
contained in Section 11 of this Series Supplement), which
failure has a
material adverse effect on the Series 1997-J
Certificateholders (which
determination shall be made without reference to whether any
funds are
available under the Collateral Interest) and which continues
unremedied
for a period of 60 days after the date on which written
notice of such
failure, requiring the same to be remedied, shall have been
given to the
Seller by the Trustee, or to the Seller and the Trustee by
the Holders
of Investor Certificates evidencing Undivided Interests
aggregating not
less than 50% of the Investor Interest of this Series 1997-
J, and
continues to affect materially and adversely the interests
of the Series
1997-J Certificateholders (which determination shall be made
without
reference to whether any funds are available under the
Collateral
Interest) for such period;
(b) any representation or warranty made by the
Seller in the
Agreement or this Series Supplement, or any information
contained in a
computer file or microfiche list required to be delivered by
the Seller
pursuant to Section 2.01 or 2.06, (i) shall prove to have
been incorrect
in any material respect when made or when delivered, which
continues to
be incorrect in any material respect for a period of 60 days
after the
date on which written notice of such failure, requiring the
same to be
remedied, shall have been given to the Seller by the
Trustee, or to the
Seller and the Trustee by the Holders of Investor
Certificates
evidencing Undivided Interests aggregating not less than 50%
of the
Investor Interest of this Series 1997-J, and (ii) as a
result of which
the interests of the Series 1997-J Certificateholders are
materially and
adversely affected (which determination shall be made
without reference
to whether any funds are available under the Collateral
Interest) and
continue to be materially and adversely affected for such
period;
provided, however, that a Series 1997-J Pay Out Event
pursuant to this
subsection 9(b) hereof shall not be deemed to have occurred
hereunder if
the Seller has accepted reassignment of the related
Receivable, or all
of such Receivables, if applicable, during such period in
accordance
with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any
three
consecutive Monthly Periods is less than the average of the
Base Rates
for such period;
(d) the Seller shall fail to convey Receivables
arising
under Additional Accounts, or Participations, to the Trust,
as required
by subsection 2.06(a);
(e) any Servicer Default shall occur which would
have a
material adverse effect on the Series 1997-J
Certificateholders; or
(f) the Class A Investor Interest and the Class B
Investor
Interest shall not be paid in full on the Scheduled Payment
Date;
then, in the case of any event described in subsection 9(a),
(b) or (e)
hereof, after the applicable grace period set forth in such
subparagraphs, if any, either the Trustee or Holders of
Series 1997-J
Certificates and the Collateral Interest Holder evidencing
Undivided
Interests aggregating not less than 50% of the Investor
Interest of this
Series 1997-J by notice then given in writing to the Seller
and the
Servicer (and to the Trustee if given by the
Certificateholders) may
declare that a pay out event (a "Series 1997-J Pay Out
Event") has
occurred as of the date of such notice, and in the case of
any event
described in subsection 9(c), (d) or (f) hereof, a Series
1997-J Pay Out
Event shall occur without any notice or other action on the
part of the
Trustee or the Investor Certificateholders immediately upon
the
occurrence of such event.
SECTION 10. Series 1997-J Termination. The right
of the
Investor Certificateholders to receive payments from the
Trust will
terminate on the first Business Day following the Series
1997-J
Termination Date.
SECTION 11. Periodic Finance Charges and Other
Fees. The
Seller hereby agrees that, except as otherwise required by
any
Requirement of Law, or as is deemed by the Seller to be
necessary in
order for the Seller to maintain its credit card business,
based upon a
good faith assessment by the Seller, in its sole discretion,
of the
nature of the competition in the credit card business, it
shall not at
any time reduce the Periodic Finance Charges assessed on any
Receivable
or other fees on any Account if, as a result of such
reduction, the
Seller's reasonable expectation of the Portfolio Yield as of
such date
would be less than the then Base Rate.
SECTION 12. Limitations on Addition of Accounts.
The Seller agrees that it shall not designate any
Additional
Accounts pursuant to subsection 2.06(b) unless on or prior
to the
related Addition Date, the Seller shall have provided the
Collateral
Interest Holder with an Officer's Certificate certifying
that such
designation of such Additional Accounts will not, as of the
related
Addition Date, (a) be reasonably expected by the Seller to
result in a
reduction or withdrawal by the Rating Agency of its rating
for the
Investor Certificates or (b) cause a Series 1997-J Pay Out
Event.
SECTION 13. Counterparts. This Series Supplement
may be
executed in any number of counterparts, each of which so
executed shall
be deemed to be an original, but all of such counterparts
shall together
constitute but one and the same instrument.
SECTION 14. Governing Law. THIS SERIES
SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE
WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. Additional Notices.
(a) For so long as the Investor Certificates shall
be
outstanding, the Seller agrees to provide Fitch with the
notice provided
to each Rating Agency in subsection 2.06(c)(i) and agrees to
provide to
Fitch and Standard and Poor's the Opinion of Counsel
provided to Xxxxx'x
pursuant to subsection 2.06(c)(vi), in each case in the
times and the
manner provided for in such subsections.
(b) The Seller shall notify the Collateral
Interest Holder
promptly after becoming aware of any Lien on any Receivable
other than
the conveyances under the Agreement. The Seller will notify
the
Collateral Interest Holder of any merger, consolidation,
assumption or
transfer referred to in Section 7.02.
SECTION 16. Additional Representations and
Warranties of
the Servicer. MBNA America Bank, National Association, as
initial
Servicer, hereby makes, and any Successor Servicer by its
appointment
under the Agreement shall make the following representations
and
warranties:
(a) All Consents. All authorizations, consents,
orders or
approvals of or registrations or declarations with any
Governmental
Authority required to be obtained, effected or given by the
Servicer in
connection with the execution and delivery of this Series
Supplement by
the Servicer and the performance of the transactions
contemplated by
this Series Supplement by the Servicer, have been duly
obtained,
effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer
shall not
permit any rescission or cancellation of any Receivable
except as
ordered by a court of competent jurisdiction or other
Governmental
Authority or in accordance with the normal operating
procedures of the
Servicer.
(c) Receivables Not To Be Evidenced by Promissory
Notes.
Except in connection with its enforcement or collection of
an Account,
the Servicer will take no action to cause any Receivable to
be evidenced
by an instrument (as defined in the UCC as in effect in the
State of
Delaware).
SECTION 17. No Petition. The Seller, the
Servicer and the
Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1997-J Certificate
hereby
covenant and agree that they will not at any time institute
against the
Trust, or join in any institution against the Trust of, any
bankruptcy
proceedings under any United States Federal or state
bankruptcy or
similar law in connection with any obligations relating to
the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 18. Certain Tax Related Amendments. In
addition to
being subject to amendment pursuant to any other provisions
relating to
amendments in either the Agreement or this Series
Supplement, this
Series Supplement may be amended by the Seller without the
consent of
the Servicer, Trustee or any Investor Certificateholder if
the Seller
provides the Trustee with (i) an Opinion of Counsel to the
effect that
such amendment or modification would reduce the risk the
Trust would be
treated as taxable as a publicly traded partnership pursuant
to Code
section 7704 and (ii) a certificate that such amendment or
modification
would not materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be
deemed
effective without the Trustee's consent, if the Trustee's
rights, duties
and obligations hereunder are thereby modified. Promptly
after the
effectiveness of any amendment pursuant to this Section 18,
the Seller
shall deliver a copy of such amendment to each of the
Servicer, the
Trustee and each Rating Agency.
SECTION 19. Tax Representation and Covenant. Any
holder of
an interest in the Trust acquired pursuant to Section
12.01(b) in
respect of the Series 1997-J Certificates shall be required
to represent
and covenant in connection with such acquisition that (x) it
has neither
acquired, nor will it sell, trade or transfer any interest
in the Trust
or cause any interest in the Trust to be marketed on or
through either
(i) an "established securities market" within the meaning of
Code
section 7704(b)(1), including without limitation an
interdealer
quotation system that regularly disseminates firm buy or
sell quotations
by identified brokers or dealers by electronic means or
otherwise or
(ii) a "secondary market (or the substantial equivalent
thereof)" within
the meaning of Code section 7704(b)(2), including a market
wherein
interests in the Trust are regularly quoted by any person
making a
market in such interests and a market wherein any person
regularly makes
available bid or offer quotes with respect to interests in
the Trust and
stands ready to effect buy or sell transactions at the
quoted prices for
itself or on behalf of others, (y) unless the Seller
consents otherwise,
such holder (i) is properly classified as, and will remain
classified
as, a "corporation" as described in Code section 7701(a)(3)
and (ii) is
not, and will not become, an S corporation as described in
Code section
1361, and (z) it will (i) cause any participant with respect
to such
interest otherwise permitted hereunder to make similar
representations
and covenants for the benefit of the Seller and the Trust
and (ii)
forward a copy of such representations and covenants to the
Trustee.
Each such holder shall further agree in connection with its
acquisition
of such interest that, in the event of any breach of its (or
its
participant's) representation and covenant that it (or its
participant)
is and shall remain classified as a corporation other than
an S
corporation, the Seller shall have the right to procure a
replacement
investor to replace such holder (or its participant), and
further that
such holder shall take all actions necessary to permit such
replacement
investor to succeed to its rights and obligations as a
holder (or to the
rights of its participant).
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee
have caused this Series 1997-J 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: Xxxxxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:_______________________________
Name:
Title:
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an
authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-J
Evidencing an Undivided Interest in a trust, the corpus of
which
consists of a portfolio of MasterCard registered trademark
and VISA
registered trademark credit card receivables generated or
acquired by
MBNA America Bank, National Association and other assets and
interests
constituting the Trust under the Pooling and Servicing
Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided
Interest in
a trust (the "Trust"), the corpus of which consists of a
portfolio of
receivables (the "Receivables") now existing or hereafter
created and
arising in connection with selected MasterCard and VISA
credit card
accounts (the "Accounts") of MBNA America Bank, National
Association, a
national banking association organized under the laws of the
United
States, all monies due or to become due in payment of the
Receivables
(including all Finance Charge Receivables but excluding
recoveries on
any charged-off Receivables), the right to certain amounts
received as
Interchange with respect to the Accounts, the benefits of
the Collateral
Interest and the other assets and interests constituting the
Trust
pursuant to a Pooling and Servicing Agreement dated as of
August 4,
1994, as amended as of March 11, 1996, as supplemented by
the Series
1997-J Supplement dated as of September 10, 1997
(collectively, the
"Pooling and Servicing Agreement"), by and between MBNA
America Bank,
National Association, as Seller (the "Seller") and as
Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the
"Trustee"), a
summary of certain of the pertinent provisions of which is
set forth
hereinbelow. The Series 1997-J Certificates are issued in
two classes,
the Class A Certificates (of which this certificate is one)
and the
Class B Certificates, which are subordinated to the Class A
Certificates
in certain rights of payment as described herein and in the
Pooling and
Servicing Agreement.
The Seller has structured the Pooling and
Servicing
Agreement and the Series 1997-J Certificates with the
intention that the
Series 1997-J Certificates will qualify under applicable tax
law as
indebtedness, and each of the Seller, the Holder of the
Seller
Certificate, the Servicer and each Series 1997-J
Certificateholder (or
Series 1997-J Certificate Owner) by acceptance of its Series
1997-J
Certificate (or in the case of a Series 1997-J Certificate
Owner, by
virtue of such Series 1997-J Certificate Owner's acquisition
of a
beneficial interest therein), agrees to treat and to take no
action
inconsistent with the treatment of the Series 1997-J
Certificates (or
any beneficial interest therein) as indebtedness for
purposes of
federal, state, local and foreign income or franchise taxes
and any
other tax imposed on or measured by income. Each Series
1997-J
Certificateholder agrees that it will cause any Series 1997-
J
Certificate Owner acquiring an interest in a Series 1997-J
Certificate
through it to comply with the Pooling and Servicing
Agreement as to
treatment of the Series 1997-J Certificates as indebtedness
for certain
tax purposes.
To the extent not defined herein, capitalized
terms used
herein have the respective meanings assigned to them in the
Pooling and
Servicing Agreement. This Class A Certificate is issued
under and is
subject to the terms, provisions and conditions of the
Pooling and
Servicing Agreement, to which Pooling and Servicing
Agreement, as
amended from time to time, the Class A Certificateholder by
virtue of
the acceptance hereof assents and by which the Class A
Certificateholder
is bound.
Although a summary of certain provisions of the
Pooling and
Servicing Agreement is set forth below, this Class A
Certificate is
qualified in its entirety by the terms and provisions of the
Pooling and
Servicing Agreement and reference is made to that Pooling
and Servicing
Agreement for information with respect to the interests,
rights,
benefits, obligations, proceeds, and duties evidenced hereby
and the
rights, duties and obligations of the Trustee.
Interest will accrue on the Class A Certificates
from the
Closing Date through October 14, 1997 and from October 15,
1997 through
November 16, 1997, and with respect to each Interest Period
thereafter,
at the rate of 0.12% per annum above LIBOR, as more
specifically set
forth in the Pooling and Servicing Agreement, and will be
distributed on
November 17, 1997 and on the 15th day of each calendar month
thereafter,
or if such day is not a Business Day, on the next succeeding
Business
Day (a "Distribution Date"), to the Class A
Certificateholders of record
as of the last Business Day of the calendar month preceding
such
Distribution Date. During the Rapid Amortization Period, in
addition to
Class A Monthly Interest, Class A Monthly Principal will be
distributed
to the Class A Certificateholders on the Distribution Date
of each
calendar month commencing in the month following the
commencement of the
Rapid Amortization Period until the Class A Certificates
have been paid
in full. During the Controlled Accumulation Period, in
addition to
monthly payments of Class A Monthly Interest, the amount on
deposit in
the Principal Funding Account will be distributed as
principal to the
Class A Certificateholders on the September 2004
Distribution Date,
unless distributed earlier as a result of the occurrence of
a Pay Out
Event in accordance with the Pooling and Servicing
Agreement.
Unless the certificate of authentication hereon
has been
executed by or on behalf of the Trustee, by manual
signature, this Class
A Certificate shall not be entitled to any benefit under the
Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National
Association
has caused this Series 1997-J Class A Certificate to be duly
executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: September 10, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-J Class A
Certificates
referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
Date: September 10, 1997
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an
authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to MBNA America Bank, National
Association or its agent for registration of transfer,
exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-J
Evidencing an Undivided Interest in a trust, the corpus of
which
consists of a portfolio of MasterCard registered trademark
and VISA
registered trademark credit card receivables generated or
acquired by
MBNA America Bank, National Association and other assets and
interests
constituting the Trust under the Pooling and Servicing
Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided
Interest in
a trust (the "Trust"), the corpus of which consists of a
portfolio of
receivables (the "Receivables") now existing or hereafter
created and
arising in connection with selected MasterCard and VISA
credit card
accounts (the "Accounts") of MBNA America Bank, National
Association, a
national banking association organized under the laws of the
United
States, all monies due or to become due in payment of the
Receivables
(including all Finance Charge Receivables but excluding
recoveries on
any charged-off Receivables), the right to certain amounts
received as
Interchange with respect to the Accounts, the benefits of
the Collateral
Interest and the other assets and interests constituting the
Trust
pursuant to a Pooling and Servicing Agreement dated as of
August 4,
1994, as amended as of March 11, 1996, as supplemented by
the Series
1997-J Supplement dated as of September 10, 1997
(collectively, the
"Pooling and Servicing Agreement"), by and between MBNA
America Bank,
National Association, as Seller (the "Seller") and as
Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the
"Trustee"), a
summary of certain of the pertinent provisions of which is
set forth
hereinbelow. The Series 1997-J Certificates are issued in
two classes,
the Class A Certificates and the Class B Certificates (of
which this
certificate is one), which are subordinated to the Class A
Certificates
in certain rights of payment as described herein and in the
Pooling and
Servicing Agreement.
The Seller has structured the Pooling and
Servicing
Agreement and the Series 1997-J Certificates with the
intention that the
Series 1997-J Certificates will qualify under applicable tax
law as
indebtedness, and each of the Seller, the Holder of the
Seller
Certificate, the Servicer and each Series 1997-J
Certificateholder (or
Series 1997-J Certificate Owner) by acceptance of its Series
1997-J
Certificate (or in the case of a Series 1997-J Certificate
Owner, by
virtue of such Series 1997-J Certificate Owner's acquisition
of a
beneficial interest therein), agrees to treat and to take no
action
inconsistent with the treatment of the Series 1997-J
Certificates (or
any beneficial interest therein) as indebtedness for
purposes of
federal, state, local and foreign income or franchise taxes
and any
other tax imposed on or measured by income. Each Series
1997-J
Certificateholder agrees that it will cause any Series 1997-
J
Certificate Owner acquiring an interest in a Series 1997-J
Certificate
through it to comply with the Pooling and Servicing
Agreement as to
treatment of the Series 1997-J Certificates as indebtedness
for certain
tax purposes.
To the extent not defined herein, capitalized
terms used
herein have the respective meanings assigned to them in the
Pooling and
Servicing Agreement. This Class B Certificate is issued
under and is
subject to the terms, provisions and conditions of the
Pooling and
Servicing Agreement, to which Pooling and Servicing
Agreement, as
amended from time to time, the Class B Certificateholder by
virtue of
the acceptance hereof assents and by which the Class B
Certificateholder
is bound.
Although a summary of certain provisions of the
Pooling and
Servicing Agreement is set forth below, this Class B
Certificate is
qualified in its entirety by the terms and provisions of the
Pooling and
Servicing Agreement and reference is made to that Pooling
and Servicing
Agreement for information with respect to the interests,
rights,
benefits, obligations, proceeds, and duties evidenced hereby
and the
rights, duties and obligations of the Trustee.
Interest will accrue on the Class B Certificates
from the
Closing Date through October 14, 1997 and from October 15,
1997 through
November 16, 1997, and with respect to each Interest Period
thereafter,
at the rate of 0.30% per annum above LIBOR, as more
specifically set
forth in the Pooling and Servicing Agreement, and will be
distributed on
November 17, 1997 and on the 15th day of each calendar month
thereafter,
or if such day is not a Business Day, on the next succeeding
Business
Day (a "Distribution Date"), to the Class B
Certificateholders of record
as of the last Business Day of the calendar month preceding
such
Distribution Date. During the Rapid Amortization Period, in
addition to
Class B Monthly Interest, Class B Monthly Principal will be
distributed
to the Class B Certificateholders on the Distribution Date
of each
calendar month commencing in the month following the
commencement of the
Rapid Amortization Period until the Class B Certificates
have been paid
in full or, during the Controlled Accumulation Period
following the
payment in full of the Class A Investor Interest, on the
September 2004
Distribution Date, unless distributed earlier as a result of
the
occurrence of a Pay Out Event.
Unless the certificate of authentication hereon
has been
executed by or on behalf of the Trustee, by manual
signature, this Class
B Certificate shall not be entitled to any benefit under the
Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National
Association
has caused this Series 1997-J Class B Certificate to be duly
executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: September 10, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-J Class B
Certificates
referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: September 10, 1997
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-J
MONTHLY PERIOD ENDING _________ __, ____
Capitalized terms used in this notice have their respective
meanings set
forth in the Pooling and Servicing Agreement. References
herein to
certain sections and subsections are references to the
respective
sections and subsections of the Pooling and Servicing
Agreement as
supplemented by the Series 1997-J Supplement. This notice
is delivered
pursuant to Section 4.09.
A) MBNA is the Servicer under the Pooling and
Servicing
Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the
related Transfer
Date under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.09, the Servicer does hereby instruct
the Trustee
(i) to make withdrawals from the Finance Charge Account, the
Principal
Account, and the Principal Funding Account on _________ __,
____, which
date is a Transfer Date under the Pooling and Servicing
Agreement, in
aggregate amounts set forth below in respect of the
following amounts
and (ii) to apply the proceeds of such withdrawals in
accordance with
subsection 3(a) of the Series 1997-J Supplement and Section
4.09 of the
Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1997-J
Supplement:-----
---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
---1.-Class A Monthly Interest at the Class A Certificate
Rate on the
Class A Investor Interest-$___________
---2.-Class A Deficiency Amount-$___________
---3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):-----
---1.-Class A Servicing Fee-$___________
---2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):-----
---1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
---1.-Portion of Excess Spread from Class A Available Funds
to be
allocated and distributed as provided in Section 4.11-
$___________
F.Pursuant to subsection 4.09(b)(i):-----
---1.-Class B Monthly Interest at the Class B Certificate
Rate on the
Class B Investor Interest-$___________
---2.-Class B Deficiency Amount-$___________
---3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):-----
---1.-Class B Servicing Fee-$___________
---2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):-----
---1.-Portion of Excess Spread from Class B Available Funds
to be
allocated and distributed as provided in Section 4.11-
$___________
I.Pursuant to subsection 4.09(c)(i):-----
---1.-Collateral Interest Servicing Fee, if applicable-
$___________
---2.-Accrued and unpaid Collateral Interest Servicing Fee,
if
applicable-$___________
J.Pursuant to subsection 4.09(c)(ii):-----
---1.-Portion of Excess Spread from Collateral Available
Funds to be
allocated and distributed as provided in Section 4.11-
$___________
----Total-$
K.Pursuant to subsection 4.09(d)(i):-----
---1.-Collateral Monthly Principal, if any, applied in
accordance with
the Loan Agreement-$___________
L.Pursuant to subsection 4.09(d)(ii):-----
---1.-Amount to be treated as Shared Principal Collections-
$___________
M.Pursuant to subsection 4.09(d)(iii):-----
---1.-Amount to be paid to the Holder of the Seller
Certificate-
$___________
---2.-Unallocated Principal Collections-$___________
N.Pursuant to subsection 4.09(e)(i):-----
---1.-Class A Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(ii):-----
---1.-Class B Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iii)-----
---1.-Collateral Monthly Principal to be applied in
accordance with the
Loan Agreement-$___________
Q.Pursuant to subsection 4.09(e)(iv):-----
---1.-Amount to be treated as Shared Principal Collections-
$___________
R.Pursuant to subsection 4.09(e)(v):-----
---1.-Amount to be paid to the Holder of the Seller
Certificate-
$___________
---2.-Unallocated Principal Collections-$___________
----Total-$
S.Pursuant to subsection 4.09(f):-----
---1.-Amount to be withdrawn from the Principal Funding
Account and
deposited into the Distribution Account-$___________
II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct
the Trustee
to pay in accordance with Section 5.01 from the Distribution
Account on
_________ __, ____, which date is a Distribution Date under
the Pooling
and Servicing Agreement, amounts so deposited in the
Distribution
Account pursuant to Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
---1.-Amount to be distributed to Class A Certificateholders-
$___________
---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
---1.-Amount to be distributed to the Class A
Certificateholders-
$___________
C.Pursuant to subsection 4.09(h)(ii):-----
---1.-Amount to be distributed to the Class B
Certificateholders-
$___________
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct
the Trustee
to apply the Excess Spread with respect to the related
Monthly Period
and to make the following distributions in the following
priority:-----
A.---The amount equal to the Class A Required Amount, if
any, which will
be used to fund the Class A Required Amount and be applied
in accordance
with, and in the priority set forth in, subsection 4.09(a)--
$___________
B.
---The amount equal to the aggregate amount of Class A
Investor Charge-
Offs which have not been previously reimbursed (after giving
effect to
the allocation on such Transfer Date of certain other
amounts applied
for that purpose) which will be treated as a portion of
Investor
Principal Collections and deposited into the Principal
Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if
any, which will
be used to fund the Class B Required Amount and be applied
first in
accordance with, and in the priority set forth in,
subsection 4.09(b)
and then any amount available to pay the Class B Investor
Default Amount
shall be treated as a portion of Investor Principal
Collections and
deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the
Class B
Investor Interest has been reduced below the initial Class B
Investor
Interest for reasons other than the payment of principal to
the Class B
Certificateholders (but not in excess of the aggregate
amount of such
reductions which have not been previously reimbursed) which
will be
treated as a portion of Investor Principal Collections and
deposited
into the Principal Account--$___________
E.---The amount equal to the Collateral Monthly Interest
plus the amount
of any past due Collateral Monthly Interest which will be
paid to the
Collateral Interest Holder for application in accordance
with the Loan
Agreement--$___________
F.---The amount equal to the aggregate amount of accrued but
unpaid
Collateral Interest Servicing Fees which will be paid to the
Servicer if
the Seller or The Bank of New York is the Servicer,--
$___________
G.---The amount equal to the Collateral Default Amount, if
any, for the
prior Monthly Period which will be treated as a portion of
Investor
Principal Collections and deposited into the Principal
Account--
$___________
H.---The amount equal to the aggregate amount by which the
Collateral
Interest has been reduced below the Required Collateral
Interest for
reasons other than the payment of principal to the
Collateral Interest
Holder (but not in excess of the aggregate amount of such
reductions
which have not been previously reimbursed) which will be
treated as a
portion of Investor Principal Collections and deposited into
the
Principal Account--$___________
I.---On each Transfer Date from and after the Reserve
Account Funding
Date, but prior to the date on which the Reserve Account
terminates as
described in subsection 4.15(f), the amount up to the
excess, if any, of
the Required Reserve Account Amount over the Available
Reserve Account
Amount which shall be deposited into the Reserve Account--
$___________
J.---The balance, if any, after giving effect to the
payments made
pursuant to subparagraphs (a) through (i) above which shall
be deposited
into the Distribution Account and applied in accordance with
the
provisions of the Loan Agreement--$___________
-----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct
the Trustee
to withdraw from the Principal Account and apply Reallocated
Principal
Collections pursuant to Section 4.12 with respect to the
related Monthly
Period in the following amounts:-----
A.Reallocated Collateral Principal Receivables-----
$___________
B.Reallocated Class B Principal Receivables-----$___________
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be
made in
accordance with this notice, the following amounts will be
accrued and
unpaid with respect to all Monthly Periods preceding the
current
calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
-(1)-The aggregate amount of the Class A Deficiency Amount-
$___________
-(2)-The aggregate amount of the Class B Deficiency Amount-
$___________
B. Subsections 4.09(a)(ii) and (b)(ii):---
-The aggregate amount of all accrued and unpaid Investor
Monthly
Servicing Fees--$___________
C. Section 4.10:---
-The aggregate amount of all unreimbursed Investor Charge
Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly
executed this
certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1997-J CERTIFICATEHOLDERS'
STATEMENT
Series 1997-J
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with
respect to
the distribution date of ______ __, ____ and with respect
to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their
respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution
(Stated on the
Basis of $1,000 Original Certificate Principal Amount)---
-1.-The amount of the current monthly distribution in
respect of Class A
Monthly Principal--$__________
-2.-The amount of the current monthly distribution in
respect of Class B
Monthly Principal--$__________
-3.-The amount of the current monthly distribution in
respect of
Collateral Monthly Principal--$__________
-4.-The amount of the current monthly distribution in
respect of Class A
Monthly Interest --$__________
-5.-The amount of the current monthly distribution in
respect of Class A
Deficiency Amounts--$__________
-6.-The amount of the current monthly distribution in
respect of Class A
Additional Interest--$__________
-7.-The amount of the current monthly distribution in
respect of Class B
Monthly Interest--$__________
-8.-The amount of the current monthly distribution in
respect of Class B
Deficiency Amounts--$__________
-9.-The amount of the current monthly distribution in
respect of Class B
Additional Interest--$__________
-10.-The amount of the current monthly distribution in
respect of
Collateral Monthly Interest--$__________
-11.-The amount of the current monthly distribution in
respect of any
accrued and unpaid Collateral
Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
-1.-Collection of Principal Receivables--
--(a)-The aggregate amount of Collections of Principal
Receivables
processed during the related Monthly Period which were
allocated in
respect of the Class A Certificates-$__________
--(b)-The aggregate amount of Collections of Principal
Receivables
processed during the related Monthly Period which were
allocated in
respect of the Class B Certificates-$__________
--(c)-The aggregate amount of Collections of Principal
Receivables
processed during the related Monthly Period which were
allocated in
respect of the Collateral Interest-$__________
-2.-Principal Receivables in the Trust--
--(a)-The aggregate amount of Principal Receivables in the
Trust as of
the end of the day on the last day of the related Monthly
Period-
$__________
--(b)-The amount of Principal Receivables in the Trust
represented by
the Investor Interest of Series 1997-J as
of the end of the day on
the last day of the related Monthly Period -$__________
--(c)-The amount of Principal Receivables in the Trust
represented by
the Series 1997-J Adjusted Investor Interest as of the end
of the day on
the last day of the related Monthly Period-$__________
--(d)-The amount of Principal Receivables in the Trust
represented by
the Class A Investor Interest as of the end of the day on
the last day
of the related Monthly Period-$__________
--(e)-The amount of Principal Receivables in the Trust
represented by
the Class A Adjusted Investor Interest as of the end of day
on the last
day of the related Monthly Period -$__________
--(f)-The amount of Principal Receivables in the Trust
represented by
the Class B Investor Interest as of the end of the day on
the last day
of the related Monthly Period -$__________
--(g)-The amount of Principal Receivables in the Trust
represented by
the Class B Adjusted Investor Interest as of the end of the
day on the
last day of the related Monthly Period-$__________
--(h)-The amount of Principal Receivables in the Trust
represented by
the Collateral Interest as of the end of the day on the last
day of the
related Monthly Period-$__________
--(i)-The Floating Investor Percentage with respect to the
related
Monthly Period -____%
--(j)-The Class A Floating Allocation with respect to the
related
Monthly Period-____%
--(k)-The Class B Floating Allocation with respect to the
related
Monthly Period-____%
--(l)-The Collateral Floating Allocation with respect to the
related
Monthly Period-____%
--(m)-The Fixed Investor Percentage with respect to the
related Monthly
Period-____%
--(n)-The Class A Fixed Allocation with respect to the
related Monthly
Period-____%
--(o)-The Class B Fixed Allocation with respect to the
related Monthly
Period -____%
--(p)-The Collateral Fixed Allocation with respect to the
related
Monthly Period-____%
-3.-Delinquent Balances--
--The aggregate amount of outstanding balances in the
Accounts which
were delinquent as of the end of the day on the last day of
the related
Monthly Period:--
--Aggregate
Account
Balance--Percentage
of Total
Receivables
----
-(a)- 35 - 64 days:-$__________-____%
-(b)- 65 - 94 days:-$__________-____%
-(c)- 95 - 124 days:-$__________-____%
-(d)-125 - 154 days:-$__________-____%
-(e)-155 - or more days:-$__________-____%
--Total: -$__________-____%
-4.-Investor Default Amount--
--(f)-The Aggregate Investor Default Amount for the related
Monthly
Period-$__________
--(g)-The Class A Investor Default Amount for the related
Monthly
Period-$__________
--(h)-The Class B Investor Default Amount for the related
Monthly
Period-$__________
--(i)-The Collateral Default
Amount for the related Monthly Period-$__________
-5.-Investor Charge Offs--
--(a)-The aggregate amount of Class A Investor Charge Offs
for the
related Monthly Period-$__________
--(b)-The aggregate amount of Class A Investor Charge Offs
set forth in
5(a) above per $1,000 of original certificate principal
amount-
$__________
--(c)-The aggregate amount of Class B Investor Charge Offs
for the
related Monthly Period-$__________
--(d)-The aggregate amount of Class B Investor Charge Offset
forth in
5(c) above per $1,000 of original certificate principal
amount-
$__________
--(e)-The aggregate amount of Collateral Charge Offs for the
related
Monthly Period-$__________
--(f)-The aggregate amount of Collateral Charge Offs set
forth in 5(e)
above per $1,000 of original certificate principal amount-
$__________
--(g)-The aggregate amount of Class A Investor Charge Offs
reimbursed on
the Transfer Date immediately preceding this Distribution
Date-
$__________
--(h)-The aggregate amount of Class A Investor Charge Offs
set forth in
5(g) above per $1,000 original certificate principal amount
reimbursed
on the Transfer Date immediately preceding this Distribution
Date-
$__________
--(i)-The aggregate amount of Class B Investor Charge Offs
reimbursed on
the Transfer Date immediately preceding this Distribution
Date-
$__________
--(j)-The aggregate amount of Class B Investor Charge Offs
set forth in
5(i) above per $1,000 original certificate principal amount
reimbursed
on the Transfer Date immediately preceding this Distribution
Date-
$__________
--(k)-The aggregate amount of Collateral Charge Offs
reimbursed on the
Transfer Date immediately preceding this Distribution Date-
$__________
--(l)-The aggregate amount of Collateral Charge Offs set
forth in 5(k)
above per $1,000 original certificate principal amount
reimbursed on the
Transfer Date immediately preceding Distribution Date-
$__________
-6.-Investor Servicing Fee--
--(a)-The amount of the Class A Servicing Fee payable by the
Trust to
the Servicer for the related Monthly Period-$__________
--(b)-The amount of the Class B Servicing Fee payable by the
Trust to
the Servicer for the related Monthly Period-$__________
--(c)-The amount of the Collateral Servicing Fee payable by
the Trust to
the Servicer for the related Monthly Period-$__________
--(d)-the amount of Servicer Interchange payable by the
Trust to the
Servicer for the related Monthly Period-$__________
-7.Reallocations---
--(a)-The amount of Reallocated Collateral Principal
Collections with
respect to this Distribution Date-$__________
--(b)-The amount of Reallocated Class B Principal
Collections with
respect to this Distribution Date-$__________
--(c)-The Collateral Interest as of the close of business on
this
Distribution Date-$__________
--(d)-The Class B Investor Interest as of the close of
business on this
Distribution Date-$__________
--(e)-The Class B Adjusted Investor Interest as of the close
of business
on this Distribution Date-$__________
--(f)-The Class A Investor Interest as of the close of
business on this
Distribution Date-$__________
--(g)-The Class A Adjusted Investor Interest as of the close
of business
on this Distribution Date-$__________
-8.Collection of Finance Charge Receivables---
--(a)-The aggregate amount of Collections of Finance Charge
Receivables
and Annual Membership Fees processed during the related
Monthly Period
which were allocated in respect of the Class A Certificates-
$__________
--(b)-The aggregate amount of Collections of Finance Charge
Receivables
and Annual Membership Fees processed during the related
Monthly Period
which were allocated in respect of the Class B Certificates-
$_________
--(c)-The aggregate amount of Collections of Finance Charge
Receivables
and Annual Membership Fees processed during the related
Monthly Period
which were allocated in respect of the Collateral Interest-
$__________
-9.Principal Funding Account---
--(a)-The principal amount on deposit in the Principal
Funding Account
on the related Transfer Date-$__________
--(b)-The Accumulation Shortfall with respect to the related
Monthly
Period-$__________
--(c)-The Principal Funding Investment Proceeds deposited in
the Finance
Charge Account on the related Transfer Date to be treated as
Class A
Available Funds-$__________
--(d)-The Principal Funding Investment Proceeds deposited in
the Finance
Charge Account on the related Transfer Date to be treated as
Class B
Available Funds-$__________
-10.Reserve Account---
--(a)-The Reserve Draw Amount on the related Transfer Date-
$__________
--(b)-The amount of the Reserve Draw Amount deposited in the
Finance
Charge Account on the related Transfer Date to be treated as
Class A
Available Funds-$__________
--(c)-The amount of the Reserve Draw Amount deposited in the
Finance
Charge Account on the related Transfer Date to be treated as
Class B
Available Funds-$__________
-11.-Available Funds--
--(a)-The amount of Class A Available Funds on deposit in
the Finance
Charge Account on the related Transfer Date-$__________
--(b)-The amount of Class B Available Funds on deposit in
the Finance
Charge Account on the related Transfer Date-$__________
--(c)-The amount of Collateral Available Funds on deposit in
the Finance
Charge Account on the related Transfer Date-$__________
-12.-Portfolio Yield--
--(a)-The Portfolio Yield for the related Monthly Period-
____%
--(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
C.Floating Rate Determinations----
-1.-LIBOR for the Interest Period ending on this
Distribution Date--
____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-J
1.--The aggregate amount of the Investor Percentage of
Collections of
Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of
Collections of
Finance Charge Receivables (excluding Interchange and
amounts with
respect to Annual Membership Fees)--$__________
3.--The aggregate amount of the Investor Percentage of
amounts with
respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of
Interchange--
$__________
5.--The aggregate amount of Servicer Interchange--
$__________
6.--The aggregate amount of funds on deposit in Finance
Charge Account
allocable to the Series 1997-J Certificates --$__________
7.--The aggregate amount of funds on deposit in the
Principal Account
allocable to the Series 1997-J Certificates --$__________
8.--The aggregate amount of funds on deposit in the
Principal Funding
Account allocable to the Series 1997-J Certificates --
$___________
9.--The aggregate amount to be withdrawn from the Finance
Charge Account
and paid in accordance with the Loan Agreement pursuant to
Section 4.11
--$__________
10.--The excess, if any, of the Required Collateral Interest
over the
Collateral Interest --$__________
11.--The Collateral Interest on the Transfer Date of the
current
calendar month, after giving effect to the deposits and
withdrawals
specified above, is equal to --$__________
12.--The amount of Monthly Interest, Deficiency Amounts and
Additional
Interest payable to the
(i) Class A Certificateholders --$__________
--(ii) Class B Certificateholders--$__________
--(iii) Collateral Interest Holder --$__________
13.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
--(ii) Class B Certificateholders--$___________
--(iii) Collateral Interest Holder --$___________
14.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
--(ii) Class B Certificateholders --$___________
--(iii) Collateral Interest Holder --$___________
15.--To the knowledge of the undersigned, no Series 1997-J
Pay Out Event
or Trust Pay Out Event has occurred except as described
below: --
---None-
IN WITNESS WHEREOF, the undersigned has duly
executed and
delivered this Certificate this __th day of __________,
____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
(..continued)
DOCSDC1:52974.3
