EXHIBIT 4.2
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1999-B Certificateholders

SERIES 1999-B SUPPLEMENT
Dated as of March 26, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994

MBNA MASTER CREDIT CARD TRUST II
SERIES 1999-B
SERIES 1999-B SUPPLEMENT, dated as of March 26, 1999 (this 
"Series Supplement"), by and between MBNA AMERICA BANK, NATIONAL 
ASSOCIATION, a national banking association, as Seller and Servicer, 
and THE BANK OF NEW YORK, as Trustee under the Pooling and Servicing 
Agreement dated as of August 4, 1994 between MBNA America Bank, 
National Association and the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among other things, 
that the Seller and the Trustee may at any time and from time to time 
enter into a supplement to the Agreement for the purpose of authorizing 
the delivery by the Trustee to the Seller for the execution and 
redelivery to the Trustee for authentication of one or more Series of 
Certificates.
Pursuant to this Series Supplement, the Seller and the 
Trust shall create a new Series of Investor Certificates and shall 
specify the Principal Terms thereof.
SECTION 1. Designation.  (a) There is hereby created a 
Series of Investor Certificates to be issued in two classes pursuant to 
the Agreement and this Series Supplement and to be known together as 
the "Series 1999-B Certificates."  The two classes shall be designated 
the Class A 5.90% Asset Backed Certificates, Series 1999-B (the "Class 
A Certificates") and the Class B 6.20% Asset Backed Certificates, 
Series 1999-B (the "Class B Certificates").  The Class A Certificates 
and the Class B Certificates shall be substantially in the form of 
Exhibits A-1 and A-2 hereto, respectively.  In addition, there is 
hereby created a third Class of an uncertificated interest in the Trust 
which shall be deemed to be an "Investor Certificate" for all purposes 
under the Agreement and this Series Supplement, except as expressly 
provided herein, and which shall be known as the Collateral Interest, 
Series 1999-B (the "Collateral Interest").
(b)	Series 1999-B shall be included in Group One (as 
defined below).  Series 1999-B shall not be subordinated to any other 
Series.
(c)	The Collateral Interest Holder, as holder of an 
"Investor Certificate" under the Agreement, shall be entitled to the 
benefits of the Agreement and this Series Supplement upon payment by 
the Collateral Interest Holder of amounts owing on the Closing Date as 
agreed to by the Seller and the Collateral Interest Holder.  
Notwithstanding the foregoing, except as expressly provided herein, (i) 
the provisions of Article VI and Article XII of the Agreement relating 
to the registration, authentication, delivery, presentation, 
cancellation and surrender of Registered Certificates and the opinion 
described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the 
definition of Tax Opinion in Section 1.01 of the Agreement shall not be 
applicable to the Collateral Interest, and (ii) the provisions of 
Section 3.07 of the Agreement shall not apply to cause the Collateral 
Interest to be treated as debt for federal, state and local income and 
franchise tax purposes, but rather the Seller intends and, together 
with the Collateral Interest Holder, agrees to treat the Collateral 
Interest for federal, state and local income and franchise tax purposes 
as representing an equity interest in the assets of the Trust.
SECTION 2. Definitions.
In the event that any term or provision contained herein 
shall conflict with or be inconsistent with any provision contained in 
the Agreement, the terms and provisions of this Series Supplement shall 
govern.  All Article, Section or subsection references herein shall 
mean Articles, Sections or subsections of the Agreement, except as 
otherwise provided herein.  All capitalized terms not otherwise defined 
herein are defined in the Agreement.  Each capitalized term defined 
herein shall relate only to the Investor Certificates and no other 
Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes 
of the definition of Group One Monthly Principal Payment as such term 
is defined in each Supplement relating to Group One, the Controlled 
Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly 
Period, a fraction, the numerator of which is equal to the sum of the 
initial investor interests of all outstanding Series, and the 
denominator of which is equal to the sum of (a) the Initial Investor 
Interest, (b) the initial investor interests of all outstanding Series 
(other than Series 1999-B) 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 any time if 
the Rating Agency Condition is satisfied.
"Accumulation Period Length" shall have the meaning 
assigned such term in subsection 4.09(j).
"Accumulation Shortfall" shall initially mean zero and 
shall thereafter mean, with respect to any Monthly Period during the 
Controlled Accumulation Period, the excess, if any, of the Controlled 
Deposit Amount for the previous Monthly Period over the amount 
deposited into the Principal Funding Account pursuant to subsections 
4.09(e)(i), 4.09(e)(ii) and 4.09(e)(iii) with respect to the Class A 
Certificates, the Class B Certificates and the Collateral Interest, 
respectively, for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to 
any date of determination, an amount equal to the sum of (a) the Class 
A Adjusted Investor Interest and (b) the Class B Adjusted Investor 
Interest and (c) the Collateral Interest Adjusted Amount.
"Assignee" shall have the meaning specified in subsection 
19(a).
"Aggregate Investor Default Amount" shall mean, with 
respect to any Monthly Period, the sum of the Investor Default Amounts 
in respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with 
respect to any Monthly Period, an amount equal to (a) the Investor 
Principal Collections for such Monthly Period, minus (b) the amount of 
Reallocated Collateral Principal Collections and Reallocated Class B 
Principal Collections with respect to such Monthly Period which 
pursuant to Section 4.12 are required to fund the Class A Required 
Amount and the Class B Required Amount, plus (c) the amount of Shared 
Principal Collections with respect to Group One that are allocated to 
Series 1999-B in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect 
to any Transfer Date, the lesser of (a) the amount on deposit in the 
Reserve Account on such date (after taking into account any interest 
and earnings retained in the Reserve Account pursuant to subsection 
4.15(b) on such date), but before giving effect to any deposit made or 
to be made pursuant to subsection 4.11(i) to the Reserve Account on 
such date), and (b) the Required Reserve Account Amount.
"Available Swap Reserve Fund Amount" shall mean, with 
respect to any Transfer Date, the lesser of (a) the amount on deposit 
in the Swap Reserve Fund on such date (after taking into account any 
interest and earnings retained in the Swap Reserve Fund pursuant to 
subsection 4.16(b) on such date), and (b) the Required Swap Reserve 
Fund Amount.
"Base Rate" shall mean, with respect to any Monthly Period, 
the annualized percentage equivalent of a fraction, the numerator of 
which is equal to the sum of the Class A Monthly Interest, the Class B 
Monthly Interest, the Collateral Minimum Monthly Interest, and the Net 
Swap Payment, if any, each for the related Interest Period, less the 
Net Swap Receipt, if any, deposited in the Finance Charge Account for 
such Interest Period, and the Certificateholder Servicing Fee and the 
Servicer Interchange, each with respect to such Monthly Period, and the 
denominator of which is the Investor Interest as of the close of 
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning 
specified in subsection 3(a) hereof.
"Class A Account Percentage" shall mean, with respect to 
any date of determination, the percentage equivalent of a fraction, the 
numerator of which is the aggregate amount on deposit in the Principal 
Funding Account with respect to Class A Monthly Principal as of the 
Record Date preceding the related Transfer Date and the denominator of 
which is the aggregate amount on deposit in the Principal Funding 
Account with respect to Class A Monthly Principal and Class B Monthly 
Principal as of the Record Date preceding the related Transfer Date.
"Class A Additional Interest" shall have the meaning 
specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean, with 
respect to any date of determination, an amount equal to the Class A 
Investor Interest minus the funds on deposit in the Principal Funding 
Account (in an amount not to exceed the Class A Investor Interest) on 
such date of determination.
"Class A Available Funds" shall mean, with respect to any 
Monthly Period, an amount equal to the sum of (a) the Class A Floating 
Allocation of the Collections of Finance Charge Receivables and amounts 
with respect to Annual Membership Fees allocated to the Investor 
Certificates and deposited in the Finance Charge Account for such 
Monthly Period (or to be deposited in the Finance Charge Account on the 
related Transfer Date with respect to the preceding Monthly Period 
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08 
of the Agreement and subsection 3(b) of this Series Supplement), 
excluding the portion of Collections of Finance Charge Receivables 
attributable to Servicer Interchange, (b) an amount equal to the 
product of (i) the Class A Account Percentage and (ii) the Principal 
Funding Investment Proceeds, if any, with respect to the related 
Transfer Date, (c) amounts, if any, to be withdrawn from the Reserve 
Account which will be deposited into the Finance Charge Account on the 
related Transfer Date to be treated as Class A Available Funds pursuant 
to subsections 4.15(b) and 4.15(d)(i), (d) the Net Swap Receipt, if 
any, deposited in the Finance Charge Account with respect to such 
Monthly Period and previously due but not paid Net Swap Receipts, if 
any, deposited in the Finance Charge Account with respect to such 
Monthly Period, (e) amounts, if any, to be withdrawn from the Swap 
Reserve Fund which will be deposited into the Finance Charge Account on 
the related Transfer Date pursuant to subsection 4.16(d), and (f) 
amounts, if any, to be withdrawn from the Interest Reserve Account and 
deposited into the Finance Charge Account on the related Transfer Date 
pursuant to subsection 4.20(c).
"Class A Certificate Rate" shall mean 5.90% per annum, 
calculated on the basis of a 360-day year consisting of twelve 30-day 
months.
"Class A Certificateholder" shall mean the Person in whose 
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates 
executed by the Seller and authenticated by or on behalf of the 
Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning 
specified in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with respect to any 
Monthly Period following the Revolving Period, the percentage 
equivalent (which percentage shall never exceed 100%) of a fraction, 
the numerator of which is the Class A Investor Interest as of the close 
of business on the last day of the Revolving Period and the denominator 
of which is equal to the Investor Interest as of the close of business 
on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to 
any Monthly Period, the percentage equivalent (which percentage shall 
never exceed 100%) of a fraction, the numerator of which is the Class A 
Adjusted Investor Interest as of the close of business on the last day 
of the preceding Monthly Period and the denominator of which is equal 
to the Adjusted Investor Interest as of the close of business on such 
day; provided, however, that, with respect to the first Monthly Period, 
the Class A Floating Allocation shall mean the percentage equivalent of 
a fraction, the numerator of which is the Class A Initial Investor 
Interest and the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the 
aggregate initial principal amount of the Class A Certificates, which 
is $637,500,000.
"Class A Investor Allocation" shall mean with respect to 
any Monthly Period, (a) with respect to Default Amounts and Finance 
Charge Receivables at any time and Principal Receivables during the 
Revolving Period, the Class A Floating Allocation, and (b) with respect 
to Principal Receivables during the Controlled Accumulation Period, the 
Rapid Accumulation Period or the Rapid Amortization Period, the Class A 
Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning 
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect 
to each Transfer Date, an amount equal to the product of (a) the 
Aggregate Investor Default Amount for the related Monthly Period and 
(b) the Class A Floating Allocation applicable for the related Monthly 
Period.
"Class A Investor Interest" shall mean, on any date of 
determination, an amount equal to (a) the Class A Initial Investor 
Interest, minus (b) the aggregate amount of principal payments made to 
Class A Certificateholders prior to such date and minus (c) the excess, 
if any, of the aggregate amount of Class A Investor Charge-Offs 
pursuant to subsection 4.10(a) over Class A Investor Charge-Offs 
reimbursed pursuant to subsection 4.11(b) prior to such date of 
determination; provided, however, that the Class A Investor Interest 
may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest 
distributable in respect of the Class A Certificates as calculated in 
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly 
principal distributable in respect of the Class A Certificates as 
calculated in accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified 
in subsection 4.08(a).
"Class A Servicing Fee"  shall have the meaning specified 
in subsection 3(a) of this Series Supplement.
"Class B Account Percentage" shall mean, with respect to 
any date of determination, the percentage equivalent of a fraction, the 
numerator of which is the aggregate amount on deposit in the Principal 
Funding Account with respect to Class B Monthly Principal as of the 
Record Date preceding the related Transfer Date and the denominator of 
which is the aggregate amount on deposit in the Principal Funding 
Account with respect to Class A Monthly Principal and Class B Monthly 
Principal as of the Record Date preceding the related Transfer Date.
"Class B Additional Interest" shall have the meaning 
specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean, with 
respect to any date of determination, an amount equal to the Class B 
Investor Interest minus the excess, if any, of the Principal Funding 
Account Balance over the Class A Investor Interest on such date of 
determination (such excess not to exceed the Class B Investor 
Interest).
"Class B Available Funds" shall mean, with respect to any 
Monthly Period, an amount equal to the sum of (a) the Class B Floating 
Allocation of the Collections of Finance Charge Receivables and amounts 
with respect to Annual Membership Fees allocated to the Investor 
Certificates and deposited in the Finance Charge Account for such 
Monthly Period (or to be deposited in the Finance Charge Account on the 
related Transfer Date with respect to the preceding Monthly Period 
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08 
of the Agreement and subsection 3(b) of this Series Supplement), 
excluding the portion of Collections of Finance Charge Receivables 
attributable to Servicer Interchange, (b) an amount equal to the 
product of (i) the Class B Account Percentage and (ii) the Principal 
Funding Investment Proceeds, if any, with respect to the related 
Transfer Date and (c) amounts, if any, to be withdrawn from the Reserve 
Account which will be deposited into the Finance Charge Account on the 
related Transfer Date to be treated as Class B Available Funds pursuant 
to subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean 6.20% per annum, 
calculated on the basis of a 360-day year consisting of twelve 30-day 
months.
"Class B Certificateholder" shall mean the Person in whose 
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates 
executed by the Seller and authenticated by or on behalf of the 
Trustee, substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning 
specified in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with respect to any 
Monthly Period following the Revolving Period, the percentage 
equivalent (which percentage shall never exceed 100%) of a fraction, 
the numerator of which is the Class B Investor Interest as of the close 
of business on the last day of the Revolving Period and the denominator 
of which is equal to the Investor Interest as of the close of business 
on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to 
any Monthly Period, the percentage equivalent (which percentage shall 
never exceed 100%) of a fraction, the numerator of which is the Class B 
Adjusted Investor Interest as of the close of business on the last day 
of the preceding Monthly Period and the denominator of which is equal 
to the Adjusted Investor Interest as of the close of business on such 
day; provided, however, that, with respect to the first Monthly Period, 
the Class B Floating Allocation shall mean the percentage equivalent of 
a fraction, the numerator of which is the Class B Initial Investor 
Interest and the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean the 
aggregate initial principal amount of the Class B Certificates, which 
is $56,250,000.
"Class B Investor Allocation" shall mean with respect to 
any Monthly Period, (a) with respect to Default Amounts and Finance 
Charge Receivables at any time or Principal Receivables during the 
Revolving Period, the Class B Floating Allocation, and (b) with respect 
to Principal Receivables during the Controlled Accumulation Period, the 
Rapid Accumulation Period or the Rapid Amortization Period, the Class B 
Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning 
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect 
to each Transfer Date, an amount equal to the product of (a) the 
Aggregate Investor Default Amount for the related Monthly Period and 
(b) the Class B Floating Allocation applicable for the related Monthly 
Period.
"Class B Investor Interest" shall mean, on any date of 
determination, an amount equal to (a) the Class B Initial Investor 
Interest, minus (b) the aggregate amount of principal payments made to 
Class B Certificateholders prior to such date, minus (c) the aggregate 
amount of Class B Investor Charge-Offs for all prior Transfer Dates 
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated 
Class B Principal Collections allocated pursuant to subsection 4.12(a) 
on all prior Transfer Dates for which the Collateral Interest Amount 
has not been reduced, minus (e) an amount equal to the amount by which 
the Class B Investor Interest has been reduced on all prior Transfer 
Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount 
of Excess Spread allocated and available on all prior Transfer Dates 
pursuant to subsection 4.11(d) for the purpose of reimbursing amounts 
deducted pursuant to the foregoing clauses (c), (d) and (e); provided, 
however, that the Class B Investor Interest may not be reduced below 
zero.
"Class B Monthly Interest" shall mean the monthly interest 
distributable in respect of the Class B Certificates as calculated in 
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly 
principal distributable in respect of the Class B Certificates as 
calculated in accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified 
in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning specified in 
subsection 3(a) hereof.
"Closing Date" shall mean March 26, 1999.
"Code" shall mean the Internal Revenue Code of 1986, as 
amended.
"Collateral Allocation" shall mean with respect to any 
Monthly Period, (a) with respect to Default Amounts and Finance Charge 
Receivables at any time or Principal Receivables during the Revolving 
Period, the Collateral Floating Allocation, and (b) with respect to 
Principal Receivables during the Controlled Accumulation Period, the 
Rapid Accumulation Period or the Rapid Amortization Period, the 
Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to 
any Monthly Period, an amount equal to the Collateral Floating 
Allocation of the Collections of Finance Charge Receivables and amounts 
with respect to Annual Membership Fees allocated to the Investor 
Certificates and deposited in the Finance Charge Account for such 
Monthly Period (or to be deposited in the Finance Charge Account on the 
related Transfer Date with respect to the preceding Monthly Period 
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08 
of the Agreement and subsection 3(b) of this Series Supplement), 
excluding the portion of Collections of Finance Charge Receivables 
attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified 
in subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any 
Transfer Date, an amount equal to the product of (a) the Aggregate 
Investor Default Amount for the related Monthly Period and (b) the 
Collateral Floating Allocation applicable for the related Monthly 
Period.
"Collateral Fixed Allocation" shall mean with respect to 
any Monthly Period following the Revolving Period, the percentage 
equivalent (which percentage shall never exceed 100%) of a fraction, 
the numerator of which is the Collateral Interest Amount as of the 
close of business on the last day of the Revolving Period and the 
denominator of which is equal to the Investor Interest as of the close 
of business on the last day of the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect 
to any Monthly Period, the percentage equivalent (which percentage 
shall never exceed 100%) of a fraction, the numerator of which is the 
Collateral Interest Adjusted Amount as of the close of business on the 
last day of the preceding Monthly Period and the denominator of which 
is equal to the Adjusted Investor Interest as of the close of business 
on such day; provided, however, that, with respect to the first Monthly 
Period, the Collateral Floating Allocation shall mean the percentage 
equivalent of a fraction, the numerator of which is the Collateral 
Interest Initial Amount and the denominator of which is the Initial 
Investor Interest.
"Collateral Interest" shall mean a fractional undivided 
interest in the Trust which shall consist of the right to receive (i) 
to the extent necessary to make the required payments to the Collateral 
Interest Holder under this Series Supplement, the portion of 
Collections allocable thereto under the Agreement and this Series 
Supplement, funds on deposit in the Collection Account allocable 
thereto pursuant to the Agreement and this Series Supplement, and funds 
on deposit in the Principal Funding Account or any other Series Account 
(and any investment earnings thereon, net of investment expenses and 
losses, if and to the extent specifically provided herein) allocable 
thereto pursuant to the Agreement and this Series Supplement and (ii) 
amounts available for payment to the Collateral Interest Holder 
pursuant to subsection 4.11(j) and Sections 4.15, 4.16 and 4.19.
"Collateral Interest Adjusted Amount" shall mean, with 
respect to any date of determination, an amount equal to the Collateral 
Interest Amount minus the excess, if any, of the Principal Funding 
Account Balance over the sum of the Class A Investor Interest and the 
Class B Investor Interest on such date of determination (such excess 
not to exceed the Collateral Interest Amount).
"Collateral Interest Amount" shall mean, an amount equal to 
(a) the Collateral Interest Initial Amount, minus (b) the aggregate 
amount of principal payments made to the Collateral Interest Holder 
prior to such date, minus (c) the aggregate amount of Collateral 
Charge-Offs for all prior Transfer Dates pursuant to subsection 
4.10(c), minus (d) the amount of Reallocated Principal Collections 
allocated pursuant to subsections 4.12(a) and (b) on all prior Transfer 
Dates, minus (e) an amount equal to the amount by which the Collateral 
Interest Amount has been reduced on all prior Transfer Dates pursuant 
to subsections 4.10(a) and (b), and plus (f) the aggregate amount of 
Excess Spread allocated and available on all prior Transfer Dates 
pursuant to subsection 4.11(h) for the purpose of reimbursing amounts 
deducted pursuant to the foregoing clauses (c), (d) and (e); provided 
further, however, that the Collateral Interest Amount may not be 
reduced below zero.
"Collateral Interest Holder" shall mean the entity so 
designated in writing by the Seller to the Trustee.
"Collateral Interest Initial Amount" shall mean 
$56,250,000.
"Collateral Interest Servicing Fee" shall have the meaning 
specified in subsection 3(a) hereof.
"Collateral Minimum Monthly Interest" shall mean the 
monthly interest distributable in respect of the Collateral Interest 
Amount as calculated in accordance with subsection 4.06(c).
"Collateral Minimum Rate" shall mean, for any Interest 
Period, the rate specified in the Transfer Agreement; provided, 
however, that the Collateral Minimum Rate shall not exceed a rate of 
8.00% per annum.
"Collateral Monthly Principal" shall mean the monthly 
principal distributable in respect of the Collateral Interest Amount as 
calculated in accordance with subsection 4.07(c).
"Controlled Accumulation Amount" shall mean for any 
Transfer Date with respect to the Controlled Accumulation Period, 
$62,500,000; provided, however, that if the Accumulation Period Length 
is determined to be less than 12 months pursuant to subsection 4.09(j), 
the Controlled Accumulation Amount for each Transfer Date with respect 
to the Controlled Accumulation Period will be equal to (i) the product 
of (x) the Initial Investor Interest and (y) the Accumulation Period 
Factor for such Monthly Period divided by (ii) the Required 
Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay 
Out Event shall have occurred prior thereto, the period commencing at 
the close of business on February 29, 2008 or such later date as is 
determined in accordance with subsection 4.09(j) and ending on the 
first to occur of (a) a Pay Out Commencement Date and (b) the Series 
1999-B Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any 
Transfer Date, the sum of (a) the Controlled Accumulation Amount for 
such Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined as of 
each Transfer Date with respect to the Controlled Accumulation Period 
or the Rapid Accumulation Period and the first Transfer Date with 
respect to the Rapid Amortization Period, equal to the sum of (a) the 
product of (i) a fraction, the numerator of which is the actual number 
of days in the related Interest Period, or, in the event the Interest 
Rate Swap has been terminated, the numerator of which is 30, and, in 
either case, the denominator of which is 360, times (ii) the Swap 
Floating Rate, or, in the event the Interest Rate Swap has been 
terminated, the Class A Certificate Rate, in either case, in effect 
with respect to such Interest Period, times (iii) the aggregate amount 
on deposit in the Principal Funding Account with respect to Class A 
Monthly Principal as of the Record Date preceding such Transfer Date, 
plus (b) one-twelfth of the product of (i) the Class B Certificate Rate 
in effect with respect to such Interest Period times (ii) the aggregate 
amount on deposit in the Principal Funding Account with respect to 
Class B Monthly Principal as of the Record Date preceding such Transfer 
Date.
"Credit Enhancement" shall mean (a) with respect to the 
Class A Certificates, the subordination of the Class B Certificates and 
the Collateral Interest, and (b) with respect to the Class B 
Certificates, the subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral 
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum 
of the Series Principal Shortfalls (as such term is defined in each of 
the related Series Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on any date of 
determination, the excess of the Group One Monthly Principal Payment 
for the Monthly Period relating to such date over the month to date 
amount of Collections processed in respect of Principal Receivables for 
such Monthly Period allocable to investor certificates of all 
outstanding Series in Group One, not subject to reallocation, which are 
on deposit or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean May 17, 1999 and the 
fifteenth day of each calendar month thereafter, or if such fifteenth 
day is not a Business Day, the next succeeding Business Day.
"Excess Spread" shall mean, with respect to any Transfer 
Date, the sum of the amounts with respect to such Transfer Date, if 
any, specified pursuant to subsections 4.09(a)(v), 4.09(b)(iii) and 
4.09(c)(ii).
"Fitch" shall mean Fitch IBCA, Inc. or its successors.
"Fixed Amount" shall mean, for any Transfer Date, an amount 
equal to the fixed amount payable by the Swap Counterparty to the Trust 
for such date pursuant to the Interest Rate Swap.
"Fixed Investor Percentage" shall mean, with respect to any 
Monthly Period, the percentage equivalent of a fraction, the numerator 
of which is the Investor Interest as of the close of business on the 
last day of the Revolving Period and the denominator of which is the 
greater of (a) the aggregate amount of Principal Receivables in the 
Trust determined as of the close of business on the last day of the 
prior Monthly Period and (b) the sum of the numerators used to 
calculate the Investor Percentages (as such term is defined in the 
Agreement) for allocations with respect to Principal Receivables for 
all outstanding Series on such date of determination; provided, 
however, that with respect to any Monthly Period in which an Addition 
Date occurs or in which a Removal Date occurs on which, if any Series 
has been paid in full, Principal Receivables in an aggregate amount 
approximately equal to the initial investor interest of such Series are 
removed from the Trust, the denominator determined pursuant to clause 
(a) hereof shall be (i) the aggregate amount of Principal Receivables 
in the Trust as of the close of business on the last day of the prior 
Monthly Period for the period from and including the first day of such 
Monthly Period to but excluding the related Addition Date or Removal 
Date and (ii) the aggregate amount of Principal Receivables in the 
Trust as of the beginning of the day on the related Addition Date or 
Removal Date after adjusting for the aggregate amount of Principal 
Receivables added to or removed from the Trust on the related Addition 
Date or Removal Date, for the period from and including the related 
Addition Date or Removal Date to and including the last day of such 
Monthly Period.
"Floating Amount" shall mean, for any Transfer Date, an 
amount equal to the floating amount payable by the Trust to the Swap 
Counterparty for such date pursuant to the Interest Rate Swap.
"Floating Investor Percentage" shall mean, with respect to 
any Monthly Period, the percentage equivalent of a fraction, the 
numerator of which is the Adjusted Investor Interest as of the close of 
business on the last day of the preceding Monthly Period (or with 
respect to the first Monthly Period, the Initial Investor Interest) and 
the denominator of which is the greater of (a) the aggregate amount of 
Principal Receivables as of the close of business on the last day of 
the preceding Monthly Period (or with respect to the first calendar 
month in the first Monthly Period, the aggregate amount of Principal 
Receivables in the Trust as of the close of business on the day 
immediately preceding the Closing Date and with respect to the second 
calendar month in the first Monthly Period, the aggregate amount of 
Principal Receivables as of the close of business on the last day of 
the first calendar month in the first Monthly Period), and (b) the sum 
of the numerators used to calculate the Investor Percentages (as such 
term is defined in the Agreement) for allocations with respect to 
Finance Charge Receivables, Default Amounts or Principal Receivables, 
as applicable, for all outstanding Series on such date of 
determination; provided, however, that with respect to any Monthly 
Period in which an Addition Date occurs or in which a Removal Date 
occurs on which, if any Series has been paid in full, Principal 
Receivables in an aggregate amount approximately equal to the initial 
investor interest of such Series are removed from the Trust, the 
denominator determined pursuant to clause (a) hereof shall be (i) the 
aggregate amount of Principal Receivables in the Trust as of the close 
of business on the last day of the prior Monthly Period for the period 
from and including the first day of such Monthly Period to but 
excluding the related Addition Date or Removal Date and (ii) the 
aggregate amount of Principal Receivables in the Trust as of the 
beginning of the day on the related Addition Date or Removal Date after 
adjusting for the aggregate amount of Principal Receivables added to or 
removed from the Trust on the related Addition Date or Removal Date, 
for the period from and including the related Addition Date or Removal 
Date to and including the last day of such Monthly Period.
"Group One" shall mean Series 1999-B and each other Series 
specified in the related Supplement to be included in Group One.
"Group One Monthly Principal Payment" shall mean with 
respect to any Monthly Period, for all Series in Group One (including 
Series 1999-B) which are in an Amortization Period or Accumulation 
Period (as such terms are defined in the related Supplements for all 
Series in Group One), the sum of (a) the Controlled Distribution Amount 
for the related Transfer Date for any Series in its Controlled 
Amortization Period (as such terms are defined in the related 
Supplements for all Series in Group One), (b) the Controlled Deposit 
Amount for the related Transfer Date for any Series in its Accumulation 
Period, other than its Rapid Accumulation Period, if applicable (as 
such terms are defined in the related Supplements for all Series in 
Group One), (c) the Investor Interest as of the end of the prior 
Monthly Period taking into effect any payments to be made on the 
following Distribution Date for any Series in Group One in its 
Principal Amortization Period or Rapid Amortization Period (as such 
terms are defined in the related Supplements for all Series in Group 
One), (d) the Adjusted Investor Interest as of the end of the prior 
Monthly Period taking into effect any payments or deposits to be made 
on the following Transfer Date and Distribution Date for any Series in 
Group One in its Rapid Accumulation Period (as such terms are defined 
in the related Supplements for all Series in Group One) , and (e) such 
other amounts as may be specified in the related  Supplements for all 
Series in Group One.
"Initial Investor Interest"  shall mean $750,000,000.
"Interest Period" shall mean, with respect to any 
Distribution Date, the period from and including the previous 
Distribution Date (or in the case of the first Distribution Date, from 
and including the Closing Date) through the day preceding such 
Distribution Date.
"Interest Rate Swap" shall mean the ISDA Master Agreement, 
together with the Schedule thereto, each dated as of the Closing Date 
between the Trustee on behalf of the Trust and the Swap Counterparty, 
as such Interest Rate Swap may be amended, modified or replaced.
"Interest Reserve Account" shall have the meaning specified 
in subsection 4.19(g).
"Interest Reserve Account Event" shall have the meaning 
specified in subsection 4.19(g).
"Investment Letter" shall have the meaning specified in 
subsection 19(b).
"Investor Certificateholder" shall mean (a) with respect to 
the Class A Certificates, the holder of record of a Class A 
Certificate, (b) with respect to the Class B Certificates, the holder 
of record of a Class B Certificate and (c) with respect to the 
Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A 
Certificates, the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any 
Receivable in a Defaulted Account, an amount equal to the product of 
(a) the Default Amount and (b) the Floating Investor Percentage on the 
day such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of 
determination, an amount equal to the sum of (a) the Class A Investor 
Interest, (b) the Class B Investor Interest and (c) the Collateral 
Interest Amount, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, 
(a) with respect to Finance Charge Receivables and Default Amounts at 
any time and Principal Receivables during the Revolving Period, the 
Floating Investor Percentage and (b) with respect to Principal 
Receivables during the Controlled Accumulation Period, the Rapid 
Accumulation Period or the Rapid Amortization Period, the Fixed 
Investor Percentage.
"Investor Principal Collections" shall mean, with respect 
to any Monthly Period, the sum of (a) the aggregate amount deposited 
into the Principal Account for such Monthly Period pursuant to 
subsections 4.05(a)(ii), (iii) and (iv), 4.05(b)(ii), (iii) and (iv), 
4.05(c)(ii) or 4.05(d)(ii), in each case, as applicable to such Monthly 
Period, (b) the aggregate amount to be treated as Investor Principal 
Collections pursuant to subsections 4.09(a)(iv) and 4.11(a), (b), (c), 
(d), (g) and (h) for such Monthly Period (other than such amount paid 
from Reallocated Principal Collections), and (c) the aggregate amount 
of Unallocated Principal Collections deposited into the Principal 
Account pursuant to subsection 4.05(e).
"Investor Servicing Fee" shall have the meaning specified 
in subsection 3(a) hereof.
"Monthly Interest" shall mean, with respect to any Transfer 
Date, the sum of (a) the Class A Monthly Interest, the Class A 
Additional Interest, if any, and the unpaid Class A Deficiency Amount, 
if any, (b) the Class B Monthly Interest, the Class B Additional 
Interest, if any, and the unpaid Class B Deficiency Amount, if any, (c) 
the Collateral Minimum Monthly Interest and any previously due and the 
unpaid Collateral Minimum Monthly Interest, and (d) the Net Swap 
Payment, if any, and previously due but not paid Net Swap Payments, if 
any, each with respect to such Transfer Date.
"Monthly Period" shall have the meaning specified in the 
Agreement, except that the first Monthly Period with respect to the 
Investor Certificates shall begin on and include the Closing Date and 
shall end on and include April 30, 1999.
"Net Servicing Fee Rate" shall mean (a) so long as the 
Seller or The Bank of New York is the Servicer, 1.25% per annum and (b) 
if the Seller or The Bank of New York is no longer the Servicer, 2.0% 
per annum.
"Net Swap Payment" shall mean, for any Transfer Date, (a) 
if the netting provisions of subsection 2(c)(ii) of the Interest Rate 
Swap apply, the amount by which the Floating Amount for such date 
exceeds the Fixed Amount for such date, and (b) otherwise, an amount 
equal to the Floating Amount for such date.
"Net Swap Receipt" shall mean, for any Transfer Date, (a) 
if the netting provisions of subsection 2(c)(ii) of the Interest Rate 
Swap apply, the amount by which the Fixed Amount for such date exceeds 
the Floating Amount for such date, and (b) otherwise, an amount equal 
to the Fixed Amount for such date.
"Notional Amount" shall mean the Notional Amount as defined 
in the Interest Rate Swap.
"Pay Out Commencement Date" shall mean the date on which a 
Trust Pay Out Event is deemed to occur pursuant to Section 9.01 or a 
Series 1999-B Pay Out Event is deemed to occur pursuant to Section 9 
hereof.
"Permitted Assignee" shall mean any Person who, if it were 
the Collateral Interest Holder or holder of an interest in the Trust, 
as applicable, would not cause the Trust to be taxable as a publicly 
traded partnership for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with respect to any 
Transfer Date, commencing on and including the August 1999 Transfer 
Date, the average of the percentages obtained for each of the three 
preceding Monthly Periods by subtracting the Base Rate from the 
Portfolio Yield for such Monthly Period and deducting 0.5% from the 
result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly 
Period, the annualized percentage equivalent of a fraction, the 
numerator of which is an amount equal to the sum of (a) the amount of 
Collections of Finance Charge Receivables deposited into the Finance 
Charge Account and allocable to the Investor Certificates for such 
Monthly Period, and (b) the amount with respect to Annual Membership 
Fees deposited into the Finance Charge Account and allocable to the 
Investor Certificates for such Monthly Period, and (c) the Principal 
Funding Investment Proceeds deposited into the Finance Charge Account 
on the Transfer Date related to such Monthly Period, and (d) the amount 
of the Reserve Draw Amount (up to the Available Reserve Account Amount) 
plus any amounts of interest and earnings described in subsection 4.15, 
each deposited into the Finance Charge Account on the Transfer Date 
relating to such Monthly Period, and (e) the amount of the Swap Reserve 
Draw Amount (up to the Available Swap Reserve Fund Amount) deposited 
into the Finance Charge Account on the Transfer Date relating to such 
Monthly Period, and (f) any amount deposited to the Finance Charge 
Account from the Interest Reserve Account on the related Transfer Date 
pursuant to Section 4.20, such sum to be calculated on a cash basis 
after subtracting the Aggregate Investor Default Amount for such 
Monthly Period, and the denominator of which is the Investor Interest 
as of the close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set 
forth in subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with 
respect to any date of determination, the principal amount, if any, on 
deposit in the Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with 
respect to each Transfer Date, the investment earnings on funds in the 
Principal Funding Account (net of investment expenses and losses) for 
the period from and including the immediately preceding Transfer Date 
to but excluding such Transfer Date.
"Prospectus" shall mean the prospectus and the prospectus 
supplement as filed with the Securities and Exchange Commission under 
Rule 424(b) of the Securities Act relating to the Series 1999-B 
Certificates.
"Rapid Accumulation Period" shall mean, unless the Interest 
Rate Swap has been terminated or an Interest Reserve Account Event has 
occurred, the period commencing on a Series 1999-B Pay Out Event and 
continuing to the earlier of (a) the commencement of the Rapid 
Amortization Period and (b) the Scheduled Payment Date.
"Rapid Amortization Period" shall mean the Amortization 
Period commencing on the earlier of the day on which either (a) a Trust 
Pay Out Event occurs or (b) (i) a Series 1999-B Pay Out Event occurs or 
has occurred and (ii) either the Interest Rate Swap is or has been 
terminated or an Interest Reserve Account Event occurs or has occurred 
and ending on the earlier to occur of (a) the Series 1999-B Termination 
Date and (b) the termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in 
writing by each Rating Agency to the Seller, the Servicer and the 
Trustee that an action will not result in any Rating Agency reducing or 
withdrawing its then existing rating of the investor certificates of 
any outstanding Series or class of a Series with respect to which it is 
a Rating Agency.
"Reallocated Class B Principal Collections" shall mean, 
with respect to any Transfer Date, Collections of Principal Receivables 
applied in accordance with subsection 4.12(a) in an amount not to 
exceed the product of (a) the Class B Investor Allocation with respect 
to the Monthly Period relating to such Transfer Date and (b) the 
Investor Percentage with respect to the Monthly Period relating to such 
Transfer Date and (c) the amount of Collections of Principal 
Receivables with respect to the Monthly Period relating to such 
Transfer Date; provided, however, that such amount shall not exceed the 
Class B Investor Interest after giving effect to any Class B Investor 
Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, 
with respect to any Transfer Date, Collections of Principal Receivables 
applied in accordance with subsections 4.12(a) and (b) in an amount not 
to exceed the product of (a) the Collateral Allocation with respect to 
the Monthly Period relating to such Transfer Date and (b) the Investor 
Percentage with respect to the Monthly Period relating to such Transfer 
Date and (c) the amount of Collections of Principal Receivables with 
respect to the Monthly Period relating to such Transfer Date; provided, 
however, that such amount shall not exceed the Collateral Interest 
Amount after giving effect to any Collateral Charge-Offs for such 
Transfer Date.
"Reallocated Principal Collections" shall mean the sum of 
(a) Reallocated Class B Principal Collections and (b) Reallocated 
Collateral Principal Collections.
"Required Accumulation Factor Number" shall be equal to a 
fraction, rounded upwards to the nearest whole number, the numerator of 
which is one and the denominator of which is equal to the lowest 
monthly principal payment rate on the Accounts, expressed as a decimal, 
for the 12 months preceding the date of such calculation; provided, 
however, that this definition may be changed at any time if the Rating 
Agency Condition is satisfied.
"Required Interest Reserve Amount" shall have the meaning 
specified in subsection 4.19(g).
"Required Reserve Account Amount" shall mean, with respect 
to any Transfer Date on or after the Reserve Account Funding Date, an 
amount equal to (a) 0.5% of the outstanding principal balance of the 
Class A Certificates or (b) any other amount designated by the Seller; 
provided, however, that if such designation is of a lesser amount, the 
Seller shall (i) provide the Servicer, the Collateral Interest Holder 
and the Trustee with evidence that the Rating Agency Condition shall 
have been satisfied and (ii) deliver to the Trustee a certificate of an 
authorized officer to the effect that, based on the facts known to such 
officer at such time, in the reasonable belief of the Seller, such 
designation will not cause a Pay Out Event or an event that, after the 
giving of notice or the lapse of time, would cause a Pay Out Event to 
occur with respect to Series 1999-B.
"Required Swap Reserve Fund Amount" shall have the meaning 
specified in the Supplemental Swap Letter.
"Reserve Account" shall have the meaning specified in 
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date 
which occurs not later than the earliest of (a) the Transfer Date with 
respect to the Monthly Period which commences 3 months prior to the 
commencement of the Controlled Accumulation Period; (b) the first 
Transfer Date for which the Portfolio Adjusted Yield is less than 2%, 
but in such event the Reserve Account Funding Date shall not be 
required to occur earlier than the Transfer Date with respect to the 
Monthly Period which commences 12 months prior to the commencement of 
the Controlled Accumulation Period; (c) the first Transfer Date for 
which the Portfolio Adjusted Yield is less than 3%, but in such event 
the Reserve Account Funding Date shall not be required to occur earlier 
than the Transfer Date with respect to the Monthly Period which 
commences 6 months prior to the commencement of the Controlled 
Accumulation Period; and (d) the first Transfer Date for which the 
Portfolio Adjusted Yield is less than 4%, but in such event the Reserve 
Account Funding Date shall not be required to occur earlier than the 
Transfer Date with respect to the Monthly Period which commences 4 
months prior to the commencement of the Controlled Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer 
Date following the Reserve Account Funding Date, the amount, if any, by 
which the amount on deposit in the Reserve Account exceeds the Required 
Reserve Account Amount.
"Reserve Draw Amount" shall mean, with respect to each 
Transfer Date relating to the Controlled Accumulation Period or the 
earlier of (a) the first Transfer Date relating to the Rapid 
Accumulation Period and (b) the first Transfer Date relating to the 
Rapid Amortization Period, the amount, if any, by which the Principal 
Funding Investment Proceeds for such Transfer Date are less than the 
Covered Amount determined as of such Transfer Date.
"Revolving Period" shall mean the period from and including 
the Closing Date to, but not including, the earlier of (a) the day the 
Controlled Accumulation Period commences and (b) the Pay Out 
Commencement Date.
"Scheduled Payment Date" shall mean the March 2009 
Distribution Date.
"Series 1999-B" shall mean the Series of the MBNA Master 
Credit Card Trust II represented by the Investor Certificates.
"Series 1999-B Certificateholders" shall mean the holder of 
record of a Series 1999-B Certificate.
"Series 1999-B Certificates" shall mean the Class A 
Certificates and the Class B Certificates.
"Series 1999-B Pay Out Event" shall have the meaning 
specified in Section 9 hereof.
"Series 1999-B Termination Date" shall mean the earliest to 
occur of (a) the Distribution Date on which the Investor Interest is 
paid in full, (b) the August 2011 Distribution Date and (c) the Trust 
Termination Date.
"Series Principal Shortfall" shall mean with respect to any 
Transfer Date, the excess, if any, of (a) (i) with respect to any 
Transfer Date relating to the Controlled Accumulation Period, the 
Controlled Deposit Amount for such Transfer Date, and (ii) with respect 
to any Transfer Date relating to the Rapid Accumulation Period or the 
Rapid Amortization Period, the Adjusted Investor Interest over (b) the 
Investor Principal Collections minus the Reallocated Principal 
Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Transfer Date, 
the portion of Collections of Finance Charge Receivables allocated to 
the Investor Certificates and deposited in the Finance Charge Account 
with respect to the related Monthly Period that is attributable to 
Interchange; provided, however, that Servicer Interchange for any 
Transfer Date shall not exceed one-twelfth of the product of (i) the 
Adjusted Investor Interest as of the last day of the related Monthly 
Period and (ii) 0.75%; provided further, however, with respect to the 
first Transfer Date, the Servicer Interchange may equal but shall not 
exceed $546,875.
"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.
"Supplemental Swap Letter" shall mean that certain letter 
agreement designated as the Supplemental Swap Letter, dated as of the 
Closing Date, between the Seller, the Trustee and the Swap 
Counterparty.
"Swap Counterparty" shall have the meaning specified in the 
Interest Rate Swap.
"Swap Fixed Rate" shall mean for any applicable Interest 
Period, the fixed rate specified in the Interest Rate Swap.
"Swap Floating Rate" shall mean for any applicable Interest 
Period, the floating rate specified in the Interest Rate Swap.
"Swap Reserve Draw Amount" shall have the meaning specified 
in subsection 4.16(c).
"Swap Reserve Fund" shall have the meaning specified in 
subsection 4.16(a).
"Swap Reserve Fund Surplus" shall mean, as of any Transfer 
Date, the amount, if any, by which the amount on deposit in the Swap 
Reserve Fund exceeds the Required Swap Reserve Fund Amount.
"Transfer" shall have the meaning specified in subsection 
19(a).
"Transfer Agreement" shall mean the agreement among MBNA 
and the Collateral Interest Holder, dated as of the Closing Date, as 
amended or modified from time to time, relating to the transfer of the 
Collateral Interest.
"Unallocated Principal Collections" shall have the meaning 
specified in subsection 4.05(e).
SECTION 3. Servicing Compensation and Assignment of 
Interchange.  (a) The share of the Servicing Fee allocable to Series 
1999-B with respect to any Transfer Date (the "Investor Servicing Fee") 
shall be equal to one-twelfth of the product of (i) the Series 
Servicing Fee Percentage and (ii) the Adjusted Investor Interest as of 
the last day of the Monthly Period preceding such Transfer Date; 
provided, however, that with respect to the first Transfer Date, the 
Investor Servicing Fee shall be equal to $1,458,333.33.  On each 
Transfer Date for which the Seller or The Bank of New York is the 
Servicer, the Servicer Interchange with respect to the related Monthly 
Period that is on deposit in the Finance Charge Account shall be 
withdrawn from the Finance Charge Account and paid to the Servicer in 
payment of a portion of the Investor Servicing Fee with respect to such 
Monthly Period.  Should the Servicer Interchange on deposit in the 
Finance Charge Account on any Transfer Date with respect to the related 
Monthly Period be less than one-twelfth of 0.75% of the Adjusted 
Investor Interest as of the last day of such Monthly Period, the 
Investor Servicing Fee with respect to such Monthly Period will not be 
paid to the extent of such insufficiency of Servicer Interchange on 
deposit in the Finance Charge Account.  The Servicer Interchange with 
respect to the first Transfer Date may equal but shall not exceed 
$546,875.  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 $774,739.57.  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 $68,359.38.  The share of the Investor Servicing Fee 
allocable to the Collateral Interest Amount with respect to any 
Transfer Date (the "Collateral Interest Servicing Fee," and together 
with the Class A Servicing Fee and the Class B Servicing Fee, the 
"Certificateholder Servicing Fee") shall be equal to one-twelfth of the 
product of (i) the Collateral Floating Allocation, (ii) the Net 
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the 
last day of the Monthly Period preceding such Transfer Date; provided, 
however, that with respect to the first Transfer Date, the Collateral 
Interest Servicing Fee shall be equal to $68,359.38.  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)(iii) and 4.11(a).  The Class B Servicing Fee shall be payable 
solely to the extent amounts are available for distribution in respect 
thereof pursuant to subsections 4.09(b)(ii) and 4.11(c).  The 
Collateral Interest Servicing Fee shall be payable solely to the extent 
amounts are available for distribution in respect thereof pursuant to 
subsection 4.11(f) or, if applicable, subsection 4.09(c)(i).
(b)	On or before each Transfer Date, the Seller shall 
notify the Servicer of the amount of Interchange to be included as 
Collections of Finance Charge Receivables and allocable to the Investor 
Certificateholders with respect to the preceding Monthly Period as 
determined pursuant to this subsection 3(b).  Such amount of 
Interchange shall be equal to the product of (i) the total amount of 
Interchange paid or payable to the Seller with respect to such Monthly 
Period, (ii) a fraction the numerator of which is the aggregate amount 
of cardholder charges for goods and services in the Accounts with 
respect to such Monthly Period and the denominator of which is the 
aggregate amount of cardholder charges for goods and services in all 
MasterCard and VISA consumer revolving credit card accounts owned by 
the Seller with respect to such Monthly Period and (iii) the Investor 
Percentage with regard to Finance Charge Receivables.  On each Transfer 
Date, the Seller shall pay to the Servicer, and the Servicer shall 
deposit into the Finance Charge Account, in immediately available 
funds, the amount of Interchange to be so included as Collections of 
Finance Charge Receivables allocable to the Investor Certificates with 
respect to the preceding Monthly Period.  The Seller hereby assigns, 
sets-over, conveys, pledges and grants a security interest and lien to 
the Trustee for the benefit of the Investor Certificateholders in 
Interchange and the proceeds of Interchange, as set forth in this 
subsection 3(b).  In connection with the foregoing grant of a security 
interest, this Series Supplement shall constitute a security agreement 
under applicable law.  To the extent that a Supplement for a related 
Series, other than Series 1999-B, assigns, sets-over, conveys, pledges 
or grants a security interest in Interchange allocable to the Trust, 
all Investor Certificates of any such Series (except as otherwise 
specified in any such Supplement) and the Investor Certificates shall 
rank pari passu and be equally and ratably entitled as provided herein 
to the benefits of such Interchange without preference or priority on 
account of the actual time or times of authentication and delivery, all 
in accordance with the terms and provisions of this Series Supplement 
and other related Supplements.
SECTION 4. Reassignment and Transfer Terms.  The Investor 
Certificates shall be subject to retransfer to the Seller at its 
option, in accordance with the terms specified in subsection 12.02(a), 
on any Distribution Date on or after the Distribution Date on which the 
Investor Interest is reduced to an amount less than or equal to 5% of 
the Initial Investor Interest.  The deposit required in connection with 
any such repurchase shall include the amount, if any, on deposit in the 
Principal Funding Account and will be equal to the sum of (a) the 
Investor Interest and (b) accrued and unpaid interest on the Investor 
Certificates through the day preceding the Distribution Date on which 
the repurchase occurs.
SECTION 5. Delivery and Payment for the Certificates.  The 
Seller shall execute and deliver the Series 1999-B Certificates to the 
Trustee for authentication in accordance with Section 6.01 of the 
Agreement.  The Trustee shall deliver such Certificates when 
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 6. Form of Delivery of the Certificates; 
Depository; Denominations.
(a) The Certificates shall be delivered as Book-Entry 
Certificates as provided in Sections 6.01 and 6.10 of the Agreement.
(b) The Depository for the Certificates shall be The 
Depository Trust Company, and the Certificates shall be initially 
registered in the name of Cede & Co., its nominee.
(c) The Certificates are issuable in minimum 
denominations of $1,000 and integral multiples of that amount.
SECTION 7. Article IV of Agreement.  Sections 4.01, 4.02 
and 4.03 shall be read in their entirety as provided in the Agreement.  
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be 
read in its entirety as follows and shall be applicable only to the 
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders and the 
Collateral Interest Holder.  The Investor Certificates shall represent 
undivided interests in the Trust, consisting of the right to receive, 
to the extent necessary to make the required payments with respect to 
such Investor Certificates at the times and in the amounts specified in 
this Agreement, (a) the Floating Investor Percentage and Fixed Investor 
Percentage (as applicable from time to time) of Collections received 
with respect to the Receivables and (b) funds on deposit in the 
Collection Account, the Finance Charge Account, the Principal Account, 
the Principal Funding Account, the Reserve Account, the Interest 
Reserve Account and the Distribution Account.  The Collateral Interest 
shall be subordinate to the Class A Certificates and the Class B 
Certificates.  The Class B Certificates shall be subordinate to the 
Class A Certificates.  The Seller Interest shall not represent any 
interest in the Collection Account, the Finance Charge Account, the 
Principal Account, the Principal Funding Account, the Reserve Account, 
the Interest Reserve Account or the Distribution Account, except as 
specifically provided in this Article IV.
SECTION 4.05. Allocations.
(a) Allocations During the Revolving Period.  During the 
Revolving Period, the Servicer shall, prior to the close of business on 
the day any Collections are deposited in the Collection Account, 
allocate to the Investor Certificateholders or the Holder of the Seller 
Interest and pay or deposit from the Collection Account the following 
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the 
product of (y) the Investor Percentage on the Date of Processing 
of such Collections and (z) the aggregate amount of Collections 
of Finance Charge Receivables on such Date of Processing, and of 
that allocation, deposit in the Finance Charge Account an amount 
equal to either (I) (A) prior to the date on which the amount of 
Monthly Interest with respect to the related Interest Period is 
determined by the Servicer, an amount equal to the product of (1) 
the Investor Percentage on the Date of Processing of such 
Collections and (2) the aggregate amount of Collections of 
Finance Charge Receivables on such Date of Processing, and (B) at 
all other times, the difference between (1) the Monthly Interest 
with respect to the immediately following Transfer Date (plus, if 
the Seller is not the Servicer, the Certificateholder Servicing 
Fee for such Transfer Date plus the amount of any 
Certificateholder Servicing Fee due but not paid to the Servicer 
on any prior Transfer Date) and (2) the amounts previously 
deposited in the Finance Charge Account with respect to the 
current Monthly Period pursuant to this subsection 4.05(a)(i) or 
(II) the amount of Collections of Finance Charge Receivables 
allocated to the Investor Certificateholders on such Date of 
Processing pursuant to this subsection 4.05(a)(i); provided, that 
if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any 
Date of Processing, on the related Transfer Date, the Servicer 
shall withdraw from the Collection Account and deposit into the 
Finance Charge Account an amount equal to the amount of 
Collections of Finance Charge Receivables that have been 
allocated to the Investor Certificateholders during the related 
Monthly Period but not previously deposited in the Finance Charge 
Account.  Funds deposited into the Finance Charge Account 
pursuant to this subsection 4.05(a)(i) shall be applied in 
accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount 
equal to the product of (A) the Collateral Allocation on the Date 
of Processing of such Collections, (B) the Investor Percentage on 
the Date of Processing of such Collections and (C) the aggregate 
amount of Collections processed in respect of Principal 
Receivables on such Date of Processing to be applied first in 
accordance with Section 4.12 and then in accordance with 
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount 
equal to the product of (A) the Class B Investor Allocation on 
the Date of Processing of such Collections, (B) the Investor 
Percentage on the Date of Processing of such Collections and (C) 
the aggregate amount of Collections processed in respect of 
Principal Receivables on such Date of Processing to be applied 
first in accordance with Section 4.12 and then in accordance with 
subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an 
amount equal to the product of (1) the Class A Investor 
Allocation on the Date of Processing of such Collections, (2) the 
Investor Percentage on the Date of Processing of such Collections 
and (3) the aggregate amount of Collections processed in respect 
of Principal Receivables on such Date of Processing; provided, 
however, that the amount deposited into the Principal Account 
pursuant to this subsection 4.05(a)(iv)(A) shall not exceed the 
Daily Principal Shortfall, and (B) pay to the Holder of the 
Seller Interest an amount equal to the excess, if any, identified 
in the proviso to clause (A) above; provided, however, that the 
amount to be paid to the Holder of the Seller Interest pursuant 
to this subsection 4.05(a)(iv)(B) with respect to any Date of 
Processing shall be paid to the Holder of the Seller Interest if, 
and only to the extent that, the Seller Interest on such Date of 
Processing is equal to or greater than the Minimum Seller 
Interest (after giving effect to the inclusion in the Trust of 
all Receivables created on or prior to such Date of Processing 
and the application of payments referred to in subsection 
4.03(b)) and otherwise shall be considered as Unallocated 
Principal Collections and deposited into the Principal Account in 
accordance with subsection 4.05(e).
(b) Allocations During the Controlled Accumulation 
Period.  During the Controlled Accumulation Period, the Servicer shall, 
prior to the close of business on the day any Collections are deposited 
in the Collection Account, allocate to the Investor Certificateholders 
or the Holder of the Seller Interest and pay or deposit from the 
Collection Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an 
amount equal to the product of (A) the Investor Percentage on the 
Date of Processing of such Collections and (B) the aggregate 
amount of Collections processed in respect of Finance Charge 
Receivables on such Date of Processing to be applied in 
accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount 
equal to the product of (A) the Collateral Allocation on the Date 
of Processing of such Collections, (B) the Investor Percentage on 
the Date of Processing of such Collections and (C) the aggregate 
amount of Collections processed in respect of Principal 
Receivables on such Date of Processing to be applied first in 
accordance with Section 4.12 and then in accordance with 
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount 
equal to the product of (A) the Class B Investor Allocation on 
the Date of Processing of such Collections, (B) the Investor 
Percentage on the Date of Processing of such Collections and (C) 
the aggregate amount of Collections processed in respect of 
Principal Receivables on such Date of Processing to be applied 
first in accordance with Section 4.12 and then in accordance with 
subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an 
amount equal to the product of (1) the Class A Investor 
Allocation on the Date of Processing of such Collections, (2) the 
Investor Percentage on the Date of Processing of such Collections 
and (3) the aggregate amount of Collections processed in respect 
of Principal Receivables on such Date of Processing; provided, 
however, that the amount deposited into the Principal Account 
pursuant to this subsection 4.05(b)(iv)(A) shall not exceed the 
Daily Principal Shortfall, and (B) pay to the Holder of the 
Seller Interest an amount equal to the excess identified in the 
proviso to clause (A) above, if any; provided, however, that the 
amount to be paid to the Holder of the Seller Interest pursuant 
to this subsection 4.05(b)(iv)(B) with respect to any Date of 
Processing shall be paid to the Holder of the Seller Interest if, 
and only to the extent that, the Seller Interest on such Date of 
Processing is equal to or greater than the Minimum Seller 
Interest (after giving effect to the inclusion in the Trust of 
all Receivables created on or prior to such Date of Processing 
and the application of payments referred to in subsection 
4.03(b)) and otherwise shall be considered as Unallocated 
Principal Collections and deposited into the Principal Account in 
accordance with subsection 4.05(e).
(c) Allocations During the Rapid Accumulation Period.  
During the Rapid Accumulation Period, the Servicer shall, prior to the 
close of business on the day any Collections are deposited in the 
Collection Account, allocate to the Investor Certificateholders and pay 
or deposit from the Collection Account the following amounts as set 
forth below:
(i) Deposit into the Finance Charge Account an 
amount equal to the product of (A) the Investor Percentage on the 
Date of Processing of such Collections and (B) the aggregate 
amount of Collections processed in respect of Finance Charge 
Receivables on such Date of Processing to be applied in 
accordance with Section 4.09.
(ii) (A) Deposit into the Principal Account an 
amount equal to the product of (1) the Investor Percentage on the 
Date of Processing of such Collections and (2) the aggregate 
amount of Collections processed in respect of Principal 
Receivables on such Date of Processing; provided, however, that 
the amount deposited into the Principal Account pursuant to this 
subsection 4.05(c)(ii)(A) shall not exceed the sum of the 
Adjusted Investor Interest as of the close of business on the 
last day of the prior Monthly Period (after taking into account 
any payments to be made on the Distribution Date relating to such 
prior Monthly Period and deposits and any adjustments to be made 
to the Investor Interest to be made on the Transfer Date relating 
to such Monthly Period) and any Reallocated Principal Collections 
relating to the Monthly Period in which such deposit is made and 
(B) pay to the Holder of the Seller Interest an amount equal to 
the excess, if any, identified in the proviso to clause (A) 
above; provided, however, that the amount to be paid to the 
Holder of the Seller Interest pursuant to this subsection 
4.05(c)(ii)(B) with respect to any Date of Processing shall be 
paid to the Holder of the Seller Interest if, and only to the 
extent that, the Seller Interest on such Date of Processing is 
equal to or greater than the Minimum Seller Interest (after 
giving effect to the inclusion in the Trust of all Receivables 
created on or prior to such Date of Processing and the 
application of payments referred to in subsection 4.03(b)) and 
otherwise shall be considered as Unallocated Principal 
Collections and deposited into the Principal Account in 
accordance with subsection 4.05(e).
(d) Allocations During the Rapid Amortization Period.  
During the Rapid Amortization Period, the Servicer shall, prior to the 
close of business on the day any Collections are deposited in the 
Collection Account, allocate to the Investor Certificateholders and pay 
or deposit from the Collection Account the following amounts as set 
forth below:
(i) Deposit into the Finance Charge Account an 
amount equal to the product of (A) the Investor Percentage on the 
Date of Processing of such Collections and (B) the aggregate 
amount of Collections processed in respect of Finance Charge 
Receivables on such Date of Processing to be applied in 
accordance with Section 4.09.
(ii)  (A) Deposit into the Principal Account an 
amount equal to the product of (1) the Investor Percentage on the 
Date of Processing of such Collections and (2) the aggregate 
amount of Collections processed in respect of Principal 
Receivables on such Date of Processing; provided, however, that 
the amount deposited into the Principal Account pursuant to this 
subsection 4.05(d)(ii)(A) shall not exceed the sum of the 
Adjusted Investor Interest as of the close of business on the 
last day of the prior Monthly Period (after taking into account 
any payments to be made on the Distribution Date relating to such 
prior Monthly Period and deposits and any adjustments to be made 
to the Investor Interest to be made on the Transfer Date relating 
to such Monthly Period) and any Reallocated Principal Collections 
relating to the Monthly Period in which such deposit is made and 
(B) pay to the Holder of the Seller Interest an amount equal to 
the excess, if any, identified in the proviso to clause (A) 
above; provided, however, that the amount to be paid to the 
Holder of the Seller Interest pursuant to this subsection 
4.05(d)(ii)(B) with respect to any Date of Processing shall be 
paid to the Holder of the Seller Interest if, and only to the 
extent that, the Seller Interest on such Date of Processing is 
equal to or greater than the Minimum Seller Interest (after 
giving effect to the inclusion in the Trust of all Receivables 
created on or prior to such Date of Processing and the 
application of payments referred to in subsection 4.03(b)) and 
otherwise shall be considered as Unallocated Principal 
Collections and deposited into the Principal Account in 
accordance with subsection 4.05(e).
(e) Unallocated Principal Collections.  Any Collections 
in respect of Principal Receivables or Finance Charge Receivables not 
allocated and paid to the Holder of the Seller Interest because of the 
limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B), 
4.05(c)(ii)(B) and 4.05(d)(ii)(B) and any amounts allocable to the 
Investor Certificates deposited in the Principal Account pursuant to 
subsections 2.04(d)(iii) and 4.03(c) ("Unallocated Principal 
Collections") shall be held in the Principal Account and, prior to the 
commencement of the Controlled Accumulation Period, the Rapid 
Accumulation Period or the Rapid Amortization Period shall be paid to 
the Holder of the Seller Interest if, and only to the extent that, the 
Seller Interest is greater than the Minimum Seller Interest.  For each 
Transfer Date with respect to the Controlled Accumulation Period, the 
Rapid Accumulation Period or the Rapid Amortization Period, any such 
Unallocated Principal Collections held in the Principal Account on such 
Transfer Date shall be included in the Investor Principal Collections 
which to the extent available shall be distributed as Available 
Investor Principal Collections to be applied pursuant to Section 4.09 
on such Transfer Date.
With respect to the Investor Certificates, and 
notwithstanding anything in the Agreement or this Series Supplement to 
the contrary, whether or not the Servicer is required to make monthly 
or daily deposits from the Collection Account into the Finance Charge 
Account or the Principal Account pursuant to subsections 4.05(a), 
4.05(b), 4.05(c) and 4.05(d), with respect to any Monthly Period (i) 
the Servicer will only be required to deposit Collections from the 
Collection Account into the Finance Charge Account or the Principal 
Account up to the required amount to be deposited into any such deposit 
account or, without duplication, distributed on or prior to the related 
Distribution Date to the Investor Certificateholders and (ii) if at any 
time prior to such Distribution Date the amount of Collections 
deposited in the Collection Account exceeds the amount required to be 
deposited pursuant to clause (i) above, the Servicer will be permitted 
to withdraw the excess from the Collection Account.
SECTION 4.06. Determination of Monthly Interest.
(a) The amount of monthly interest distributable with 
respect to the Class A Certificates shall be an amount equal to one-
twelfth of the product of (i) the Class A Certificate Rate times (ii) 
the outstanding principal balance of the Class A Certificates 
determined as of the Record Date preceding the related Transfer Date 
(the "Class A Monthly Interest"); provided, however, that with respect 
to the first Distribution Date, Class A Monthly Interest will be equal 
to $5,119,479.17; provided further, that in addition to Class A Monthly 
Interest an amount equal to the amount of any unpaid Class A Deficiency 
Amounts, as defined below, plus an amount equal to one-twelfth of the 
product of (A) the sum of the Class A Certificate Rate plus 2% per 
annum, and (B) any Class A Deficiency Amount from the prior Transfer 
Date, as defined below (or the portion thereof which has not 
theretofore been paid to Class A Certificateholders) (the "Class A 
Additional Interest") shall also be distributable to the Class A 
Certificates, and on such Transfer Date the Trustee shall deposit such 
funds, to the extent available, into the Distribution Account; provided 
further, that the "Class A Deficiency Amount" for any Transfer Date 
shall be equal to the excess, if any, of the aggregate amount accrued 
pursuant to this subsection 4.06(a) as of the prior Interest Period 
over the amount actually transferred to the Distribution Account for 
payment of such amount. Class A Monthly Interest shall be calculated on 
the basis of a 360-day year consisting of twelve 30-day months.

(b) The amount of monthly interest distributable with 
respect to the Class B Certificates shall be an amount equal to one-
twelfth of the product of (i) the Class B Certificate Rate, times (ii) 
the outstanding principal balance of the Class B Certificates 
determined as of the Record Date preceding the related Transfer Date 
(the "Class B Monthly Interest"); provided, however, that with respect 
to the first Distribution Date, Class B Monthly Interest will be equal 
to $474,687.50; provided further, that in addition to the Class B 
Monthly Interest an amount equal to the amount of any unpaid Class B 
Deficiency Amounts, as defined below, plus an amount equal to one-
twelfth of the product of (A) the sum of the Class B Certificate Rate 
plus 2% per annum, and (B) any Class B Deficiency Amount from the prior 
Transfer Date, as defined below (or the portion thereof which has not 
theretofore been paid to Class B Certificateholders) (the "Class B 
Additional Interest") shall also be distributable to the Class B 
Certificates, and on such Transfer Date the Trustee shall deposit such 
funds, to the extent available, into the Distribution Account; provided 
further, that the "Class B Deficiency Amount" for any Transfer Date 
shall be equal to the excess, if any, of the aggregate amount accrued 
pursuant to this subsection 4.06(b) as of the prior Interest Period 
over the amount actually transferred to the Distribution Account for 
payment of such amount.  Class B Monthly Interest shall be calculated 
on the basis of a 360-day year consisting of twelve 30-day months.
(c) The amount of monthly interest distributable with 
respect to the Collateral Interest shall be an amount equal to one 
twelfth of the product of (i) the Collateral Minimum Rate, times (ii) 
the Collateral Interest Initial Amount less the aggregate amount 
distributed to the Collateral Interest Holder with respect to the 
Collateral Monthly Principal for all prior Transfer Dates (the 
"Collateral Minimum Monthly Interest"); provided, however, that with 
respect to the first Transfer Date, Collateral Minimum Monthly Interest 
will include accrued interest at the Collateral Minimum Rate from and 
including the Closing Date through but excluding May 17, 1999.  
Collateral Minimum Monthly Interest shall be calculated on the basis of 
a 360-day year consisting of twelve 30-day months.
SECTION 4.07. Determination of Monthly Principal.
(a) The amount of monthly principal distributable from 
the Principal Account with respect to the Class A Certificates on each 
Transfer Date ("Class A Monthly Principal"), beginning with the 
Transfer Date in the month following the month in which the Controlled 
Accumulation Period or, if earlier, the Rapid Accumulation Period or 
the Rapid Amortization Period begins, shall be equal to the least of 
(i) the Available Investor Principal Collections on deposit in the 
Principal Account with respect to such Transfer Date, (ii) for each 
Transfer Date with respect to the Controlled Accumulation Period, the 
Controlled Deposit Amount for such Transfer Date and (iii) the Class A 
Adjusted Investor Interest  (after taking into account any adjustments 
to be made on such Transfer Date pursuant to Section 4.10) prior to any 
deposit into the Principal Funding Account on such Transfer Date.

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

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

(i) an amount equal to Class A Monthly Interest for 
such Transfer Date, plus the amount of any Class A Deficiency 
Amount for such Transfer Date, plus the amount of any Class A 
Additional Interest for such Transfer Date, shall be deposited by 
the Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Net Swap Payment, if 
any, for such Transfer Date, plus the amount of any Net Swap 
Payments previously due but not paid to the Swap Counterparty 
shall be distributed to the Swap Counterparty;
(iii) an amount equal to the Class A Servicing Fee 
for such Transfer Date plus the amount of any Class A Servicing 
Fee due but not paid to the Servicer on any prior Transfer Date 
shall be distributed to the Servicer;
(iv) an amount equal to the Class A Investor Default 
Amount, if any, for the preceding Monthly Period shall be treated 
as a portion of Investor Principal Collections and deposited into 
the Principal Account on such Transfer Date; and
(v) the balance, if any, shall constitute Excess 
Spread and shall be allocated and distributed as set forth in 
Section 4.11.
(b) An amount equal to the Class B Available Funds 
deposited into the Finance Charge Account for the related Monthly 
Period will be distributed on each Transfer Date in the following 
priority:
(i) an amount equal to the Class B Monthly Interest 
for such Transfer Date, plus the amount of any Class B Deficiency 
Amount for such Transfer Date, plus the amount of any Class B 
Additional Interest for such Transfer Date, shall be deposited by 
the Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee 
for such Transfer Date, plus the amount of any Class B Servicing 
Fee due but not paid to the Servicer on any prior Transfer Date 
for such Transfer Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess 
Spread and shall be allocated and distributed as set forth in 
Section 4.11.
(c) An amount equal to the Collateral Available Funds 
deposited into the Finance Charge Account for the related Monthly 
Period will be distributed on each Transfer Date in the following 
priority:
(i) if the Seller or The Bank of New York is no 
longer the Servicer, an amount equal to the Collateral Interest 
Servicing Fee for such Transfer Date plus the amount of any 
Collateral Interest Servicing Fee due but not paid to the 
Servicer on any prior Transfer Date shall be distributed to the 
Servicer; and
(ii) the balance, if any, shall constitute Excess 
Spread and shall be allocated and distributed as set forth in 
Section 4.11.
(d) During the Revolving Period, an amount equal to the 
Available Investor Principal Collections deposited into the Principal 
Account for the related Monthly Period will be distributed on each 
Transfer Date in the following priority:
(i) an amount equal to the lesser of (A) the 
product of (1) a fraction, the numerator of which is equal to the 
Available Investor Principal Collections for such Transfer Date 
and the denominator of which is equal to the sum of the Available 
Investor Principal Collections available for sharing as specified 
in the related Series Supplement for each Series in Group One and 
(2) the Cumulative Series Principal Shortfall and (B) Available 
Investor Principal Collections, shall remain in the Principal 
Account to be treated as Shared Principal Collections and applied 
to Series in Group One other than this Series 1999-B; and
(ii) an amount equal to the excess, if any, of (A) 
the Available Investor Principal Collections for such Transfer 
Date over (B) the applications specified in subsection 4.09(d)(i) 
above shall be paid to the Holder of the Seller Interest; 
provided, however, that the amount to be paid to the Holder of 
the Seller Interest pursuant to this subsection 4.09(d)(ii) with 
respect to such Transfer Date shall be paid to the Holder of the 
Seller Interest if, and only to the extent that, the Seller 
Interest on such Date of Processing is equal to or greater than 
the Minimum Seller Interest (after giving effect to the inclusion 
in the Trust of all Receivables created on or prior to such 
Transfer Date and the application of payments referred to in 
subsection 4.03(b)) and otherwise shall be considered as 
Unallocated Principal Collections and deposited into the 
Principal Account in accordance with subsection 4.05(e).
(e) During the Controlled Accumulation Period, the Rapid 
Accumulation Period or the Rapid Amortization Period, an amount equal 
to the Available Investor Principal Collections deposited into the 
Principal Account for the related Monthly Period will be distributed on 
each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly 
Principal for such Transfer Date, shall be (A) during the 
Controlled Accumulation Period and the Rapid Accumulation Period, 
deposited into the Principal Funding Account, and (B) during the 
Rapid Amortization Period, deposited into the Distribution 
Account;
(ii) after giving effect to the distribution 
referred to in clause (i) above, an amount equal to the Class B 
Monthly Principal, shall be (A) during the Controlled 
Accumulation Period, deposited into the Principal Funding 
Account, and (B) during the Rapid Amortization Period and the 
Rapid Accumulation Period, deposited into the Distribution 
Account;
(iii) after giving effect to the distributions 
referred to in clauses (i) and (ii) above, an amount equal to the 
Collateral Monthly Principal shall be (A) during the Controlled 
Accumulation Period, deposited into the Principal Funding 
Account, and (B) during the Rapid Amortization Period and the 
Rapid Accumulation Period, distributed to the Collateral Interest 
Holder in accordance with subsection 5.01(c);
(iv) an amount equal to the lesser of (A) the 
product of (1) a fraction, the numerator of which is equal to the 
Available Investor Principal Collections remaining after the 
application specified in subsections 4.09(e)(i), (ii) and (iii) 
above and the denominator of which is equal to the sum of the 
Available Investor Principal Collections available for sharing as 
specified in the related Series Supplement for each Series in 
Group One and (2) the Cumulative Series Principal Shortfall and 
(B) the Available Investor Principal Collections remaining after 
the application specified in subsections 4.09(e)(i), (ii) and 
(iii) above, shall remain in the Principal Account to be treated 
as Shared Principal Collections and applied to Series in Group 
One other than this Series 1999-B; and
(v) an amount equal to the excess, if any, of (A) 
the Available Investor Principal Collections over (B) the 
applications specified in subsections 4.09(e)(i) through (iv) 
above shall be paid to the Holder of the Seller Interest; 
provided, however, that the amount to be paid to the Holder of 
the Seller Interest pursuant to this subsection 4.09(e)(v) with 
respect to such Transfer Date shall be paid to the Holder of the 
Seller Interest if, and only to the extent that, the Seller 
Interest on such Date of Processing is equal to or greater than 
the Minimum Seller Interest (after giving effect to the inclusion 
in the Trust of all Receivables created on or prior to such 
Transfer Date and the application of payments referred to in 
subsection 4.03(b)) and otherwise shall be considered as 
Unallocated Principal Collections and deposited into the 
Principal Account in accordance with subsection 4.05(e).
(f) On the first Transfer Date with respect to the Rapid 
Accumulation Period, the Trustee, acting in accordance with 
instructions from the Servicer, shall withdraw from the Principal 
Funding Account and (i) deposit in the Distribution Account the amount 
deposited into the Principal Funding Account pursuant to subsection 
4.09(e)(ii) and (ii) pay to the Collateral Interest Holder in 
accordance with subsection 5.01(c), the amount deposited into the 
Principal Funding Account pursuant to subsection 4.09(e)(iii).
(g) On the earlier to occur of (i) the first Transfer 
Date with respect to the Rapid Amortization Period and (ii) the 
Transfer Date immediately preceding the Scheduled Payment Date, the 
Trustee, acting in accordance with instructions from the Servicer, 
shall withdraw from the Principal Funding Account, to the extent not 
previously withdrawn pursuant to subsection 4.09(f), and (A) deposit in 
the Distribution Account, the amount deposited into the Principal 
Funding Account pursuant to subsections 4.09(e)(i) and 4.09(e)(ii) and 
(B) pay to the Collateral Interest Holder in accordance with subsection 
5.01(c), the amount deposited into the Principal Funding Account 
pursuant to subsection 4.09(e)(iii).
(h) On each Distribution Date, the Trustee shall pay in 
accordance with subsection 5.01(i) to the Class A Certificateholders 
from the Distribution Account, the amount deposited into the 
Distribution Account pursuant to subsection 4.09(a)(i) on the preceding 
Transfer Date and (ii) to the Class B Certificateholders from the 
Distribution Account, the amount deposited into the Distribution 
Account pursuant to subsection 4.09(b)(i) on the preceding Transfer 
Date.
(i) On the earliest to occur of (i) the first 
Distribution Date with respect to the Rapid Amortization Period, (ii) 
the Scheduled Payment Date and (iii) the first Distribution Date with 
respect to the Rapid Accumulation Period on which the amount on deposit 
in the Principal Funding Account is equal to the Class A Investor 
Interest, and on each Distribution Date thereafter, the Trustee, acting 
in accordance with instructions from the Servicer, shall pay in 
accordance with subsections 5.01(a) and 5.01(b) from the Distribution 
Account the amount so deposited into the Distribution Account pursuant 
to subsections 4.09(e), (f) and (g) on the related Transfer Date in the 
following priority:
(i) for each Distribution Date with respect to the 
Rapid Amortization Period, if any, and with respect to the 
Scheduled Payment Date, an amount equal to the lesser of such 
amount on deposit in the Distribution Account and the Class A 
Investor Interest shall be paid to the Class A 
Certificateholders; and
(ii) for each Distribution Date with respect to (A) 
the Rapid Accumulation Period after the date on which the amount 
on deposit in the Principal Funding Account is equal to the Class 
A Investor Interest, if any, and (B) the Rapid Amortization 
Period, if any, and on the Scheduled Payment Date, after giving 
effect to the distributions referred to in clause (i) above, if 
any, an amount equal to the lesser of such amount on deposit in 
the Distribution Account and the Class B Investor Interest shall 
be paid to the Class B Certificateholders.
(j) The Controlled Accumulation Period is scheduled to 
commence at the close of business on February 29, 2008; 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 
February 2008 Distribution Date, and each Determination Date thereafter 
until the Controlled Accumulation Period begins, the Servicer will 
determine the "Accumulation Period Length" which will equal the number 
of whole months such that the sum of the Accumulation Period Factors 
for each month during such period will be equal to or greater than the 
Required Accumulation Factor Number; provided, however, that the 
Accumulation Period Length will not be determined to be less than one 
month; provided further, however, that the determination of the 
Accumulation Period Length may be changed at any time if the Rating 
Agency Condition is satisfied.
SECTION 4.10. Investor Charge-Offs.
(a) O
n or before each Transfer Date, the Servicer shall calculate the Class 
A Investor Default Amount.  If on any Transfer Date, the Class A 
Investor Default Amount for the prior Monthly Period exceeds the sum of 
the amount allocated with respect thereto pursuant to subsection 
4.09(a)(iv), subsection 4.11(a) and Section 4.12 with respect to such 
Monthly Period, the Collateral Interest Amount (after giving effect to 
reductions for any Collateral Charge-Offs and any Reallocated Principal 
Collections on such Transfer Date) will be reduced by the amount of 
such excess, but not by more than the lesser of the Class A Investor 
Default Amount and the Collateral Interest Amount (after giving effect 
to reductions for any Collateral Charge-Offs and any Reallocated 
Principal Collections on such Transfer Date) for such Transfer Date.  
In the event that such reduction would cause the Collateral Interest 
Amount to be a negative number, the Collateral Interest Amount will be 
reduced to zero, and the Class B Investor Interest (after giving effect 
to reductions for any Class B Investor Charge-Offs and any Reallocated 
Class B Principal Collections on such Transfer Date) will be reduced by 
the amount by which the Collateral Interest Amount would have been 
reduced below zero.  In the event that such reduction would cause the 
Class B Investor Interest to be a negative number, the Class B Investor 
Interest will be reduced to zero, and the Class A Investor Interest 
will be reduced by the amount by which the Class B Investor Interest 
would have been reduced below zero, but not by more than the Class A 
Investor Default Amount for such Transfer Date (a "Class A Investor 
Charge-Off").  If the Class A Investor Interest has been reduced by the 
amount of any Class A Investor Charge-Offs, it will be reimbursed on 
any Transfer Date (but not by an amount in excess of the aggregate 
Class A Investor Charge-Offs) by the amount of Excess Spread allocated 
and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall 
calculate the Class B Investor Default Amount.  If on any Transfer 
Date, the Class B Investor Default Amount for the prior Monthly Period 
exceeds the amount of Excess Spread and Reallocated Collateral 
Principal Collections which are allocated and available to fund such 
amount pursuant to subsection 4.11(c) and Section 4.12, the Collateral 
Interest Amount (after giving effect to reductions for any Collateral 
Charge-Offs and any Reallocated Principal Collections on such Transfer 
Date and any adjustments with respect thereto as described in 
subsection 4.10(a) above) will be reduced by the amount of such excess 
but not by more than the lesser of the Class B Investor Default Amount 
and the Collateral Interest Amount (after giving effect to reductions 
for any Collateral Charge-Offs and any Reallocated Principal 
Collections on such Transfer Date and any adjustments with respect 
thereto as described in subsection 4.10(a) above) for such Transfer 
Date.  In the event that such reduction would cause the Collateral 
Interest Amount to be a negative number, the Collateral Interest Amount 
will be reduced to zero and the Class B Investor Interest will be 
reduced by the amount by which the Collateral Interest Amount would 
have been reduced below zero, but not by more than the Class B Investor 
Default Amount for such Transfer Date (a "Class B Investor Charge-
Off").  The Class B Investor Interest will also be reduced by the 
amount of Reallocated Class B Principal Collections in excess of the 
Collateral Interest Amount pursuant to Section 4.12 and the amount of 
any portion of the Class B Investor Interest allocated to the Class A 
Certificates to avoid a reduction in the Class A Investor Interest 
pursuant to subsection 4.10(a) above.  The Class B Investor Interest 
will thereafter be reimbursed (but not to an amount in excess of the 
unpaid principal balance of the Class B Certificates) on any Transfer 
Date by the amount of Excess Spread allocated and available for that 
purpose as described under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall 
calculate the Collateral Default Amount.  If on any Transfer Date, the 
Collateral Default Amount for the prior Monthly Period exceeds the 
amount of Excess Spread which is allocated and available to fund such 
amount pursuant to subsection 4.11(g), the Collateral Interest Amount 
will be reduced by the amount of such excess but not by more than the 
lesser of the Collateral Default Amount and the Collateral Interest 
Amount for such Transfer Date (a "Collateral Charge-Off").  The 
Collateral Interest Amount will also be reduced by the amount of 
Reallocated Principal Collections pursuant to Section 4.12 and the 
amount of any portion of the Collateral Interest Amount allocated to 
the Class A Certificates or the Class B Certificates to avoid a 
reduction in the Class A Investor Interest, pursuant to subsection 
4.10(a), or the Class B Investor Interest, pursuant to subsection 
4.10(b), respectively.  The Collateral Interest Amount will thereafter 
be reimbursed on any Transfer Date by the amount of the Excess Spread 
allocated and available for that purpose as described under subsection 
4.11(h).
SECTION 4.11. Excess Spread.  On or before each Transfer 
Date, the Servicer shall instruct the Trustee in writing (which writing 
shall be substantially in the form of Exhibit B hereto) to apply Excess 
Spread with respect to the related Monthly Period to make the following 
distributions on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if 
any, with respect to such Transfer Date will be used to fund the Class 
A Required Amount and be applied in accordance with, and in the 
priority set forth in, subsection 4.09(a);
(b) an amount equal to the aggregate amount of Class A 
Investor Charge-Offs which have not been previously reimbursed will be 
treated as a portion of Investor Principal Collections and deposited 
into the Principal Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if 
any, with respect to such Transfer Date will be used to fund the Class 
B Required Amount and be applied first in accordance with, and in the 
priority set forth in, subsection 4.09(b) and then any remaining amount 
available to pay the Class B Investor Default Amount shall be treated 
as a portion of Investor Principal Collections and deposited into the 
Principal Account on such Transfer Date;

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

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

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

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


By:__/s/_Jerry M. Hamstead________
Jerry M. Hamstead
First Vice President



THE BANK OF NEW YORK,
Trustee


By:__/s/_Reyne A. Macadaeg________
Name:  Reyne A. Macadaeg
Title:  Vice President













[Signature Page to Series 1999-B Supplement dated as of March 26, 1999]
EXHIBIT A-1


FORM OF CERTIFICATE

CLASS A

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


No. __	$__________
	CUSIP No. _________

MBNA MASTER CREDIT CARD TRUST II
CLASS A 5.90%
ASSET BACKED CERTIFICATE, SERIES 1999-B


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

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

This certifies that CEDE & CO. (the "Class A 
Certificateholder") is the registered owner of an Undivided Interest in 
a trust (the "Trust"), the corpus of which consists of a portfolio of 
receivables (the "Receivables") now existing or hereafter created and 
arising in connection with selected MasterCard and VISA credit card 
accounts (the "Accounts") of MBNA America Bank, National Association, a 
national banking association organized under the laws of the United 
States, all monies due or to become due in payment of the Receivables 
(including all Finance Charge Receivables but excluding recoveries on 
any charged-off Receivables), the right to certain amounts received as 
Interchange with respect to the Accounts, the benefits of the 
Collateral Interest and the other assets and interests constituting the 
Trust pursuant to a Pooling and Servicing Agreement dated as of August 
4, 1994, as amended as of March 11, 1996, as of June 2, 1998 and as of 
January 10, 1999, as supplemented by the Series 1999-B Supplement dated 
as of March 26, 1999 (collectively, the "Pooling and Servicing 
Agreement"), by and between MBNA America Bank, National Association, as 
Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of 
New York, as Trustee (the "Trustee"), a summary of certain of the 
pertinent provisions of which is set forth hereinbelow.  The Series 
1999-B Certificates are issued in two classes, the Class A Certificates 
(of which this certificate is one) and the Class B Certificates, which 
are subordinated to the Class A Certificates in certain rights of 
payment as described herein and in the Pooling and Servicing Agreement.

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

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

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

Interest will accrue on the Class A Certificates at the 
rate of 5.90% per annum from and including the Closing Date, as more 
specifically set forth in the Pooling and Servicing Agreement, and will 
be distributed on May 17, 1999 and on the 15th day of each calendar 
month thereafter, or if such day is not a Business Day, on the next 
succeeding Business Day (a "Distribution Date"), to the Class A 
Certificateholders of record as of the last Business Day of the 
calendar month preceding such Distribution Date.  During the Rapid 
Amortization Period, in addition to Class A Monthly Interest, Class A 
Monthly Principal will be distributed to the Class A Certificateholders 
on each Distribution Date commencing in the month following the 
commencement of the Rapid Amortization Period until the Class A 
Certificates have been paid in full.  During the Controlled 
Accumulation Period and the Rapid Accumulation Period, in addition to 
monthly payments of Class A Monthly Interest, the amount on deposit in 
the Principal Funding Account (but not in excess of the Class A 
Investor Interest) will be distributed as principal to the Class A 
Certificateholders on the March 2009 Distribution Date, unless 
distributed earlier as a result of the commencement of the Rapid 
Amortization Period in accordance with the Pooling and Servicing 
Agreement.

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



By:_______________________________
	Authorized Officer

[Seal]

Attested to:


By:________________________
	Cashier


Date:  __________ ____, 1999


Form of Trustee's Certificate of Authentication

CERTIFICATE OF AUTHENTICATION


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


THE BANK OF NEW YORK,
  Trustee


By:________________________
	Authorized Signatory



Date: __________ ____, 1999
EXHIBIT A-2


FORM OF CERTIFICATE

CLASS B

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

No. __	$__________
	CUSIP No. _________

MBNA MASTER CREDIT CARD TRUST II
CLASS B 6.20%
ASSET BACKED CERTIFICATE, SERIES 1999-B


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

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

This certifies that CEDE & CO. (the "Class B 
Certificateholder") is the registered owner of an Undivided Interest in 
a trust (the "Trust"), the corpus of which consists of a portfolio of 
receivables (the "Receivables") now existing or hereafter created and 
arising in connection with selected MasterCard and VISA credit card 
accounts (the "Accounts") of MBNA America Bank, National Association, a 
national banking association organized under the laws of the United 
States, all monies due or to become due in payment of the Receivables 
(including all Finance Charge Receivables but excluding recoveries on 
any charged-off Receivables), the right to certain amounts received as 
Interchange with respect to the Accounts, the benefits of the 
Collateral Interest and the other assets and interests constituting the 
Trust pursuant to a Pooling and Servicing Agreement dated as of August 
4, 1994, as amended as of March 11, 1996, as of June 2, 1998 and as of 
January 10, 1999, as supplemented by the Series 1999-B Supplement dated 
as of March 26, 1999 (collectively, the "Pooling and Servicing 
Agreement"), by and between MBNA America Bank, National Association, as 
Seller (the "Seller") and as Servicer (the "Servicer"), and The Bank of 
New York, as Trustee (the "Trustee"), a summary of certain of the 
pertinent provisions of which is set forth hereinbelow.  The Series 
1999-B Certificates are issued in two classes, the Class A Certificates 
and the Class B Certificates (of which this certificate is one), which 
are subordinated to the Class A Certificates in certain rights of 
payment as described herein and in the Pooling and Servicing Agreement.

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

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

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

Interest will accrue on the Class B Certificates at the 
rate of 6.20% per annum from and including the Closing Date, as more 
specifically set forth in the Pooling and Servicing Agreement, and will 
be distributed on May 17, 1999 and on the 15th day of each calendar 
month thereafter, or if such day is not a Business Day, on the next 
succeeding Business Day (a "Distribution Date"), to the Class B 
Certificateholders of record as of the last Business Day of the 
calendar month preceding such Distribution Date.  During the Rapid 
Amortization Period, in addition to Class B Monthly Interest, Class B 
Monthly Principal will be distributed to the Class B Certificateholders 
on each Distribution Date commencing in the month on which the Class A 
Investor Interest is paid in full.  During the Rapid Accumulation 
Period after the Principal Funding Account Balance equals the Class A 
Investor Interest, in addition to monthly payments of Class B Monthly 
Interest, the amount on deposit in the Principal Funding Account in 
excess of the Class A Investor Interest and in an amount not to exceed 
the Class B Investor Interest and Available Investor Principal 
Collections not required to be deposited into the Principal Funding 
Account in respect of the Class A Investor Interest will be distributed 
as principal to the Class B Certificateholders.  During the Controlled 
Accumulation Period following the payment in full of the Class A 
Investor Interest, the amount on deposit in the Principal Funding 
Account in excess of the Class A Investor Interest and in an amount not 
to exceed the Class B Investor Interest will be distributed as 
principal to the Class B Certificateholders on the March 2009 
Distribution Date, unless distributed earlier as a result of the 
commencement of the Rapid Amortization Period or the Rapid Accumulation 
Period in accordance with the Pooling and Servicing Agreement.

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



By:_______________________________
	Authorized Officer

[Seal]

Attested to:


By:________________________
	Cashier


Date: __________ ____, 1999


Form of Trustee's Certificate of Authentication

CERTIFICATE OF AUTHENTICATION


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


THE BANK OF NEW YORK
  Trustee


By:________________________
	Authorized Signatory


Date: __________ ____, 1999

EXHIBIT B


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

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

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

I.  INSTRUCTION TO MAKE A WITHDRAWAL

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

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

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

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

MBNA AMERICA BANK, 
  NATIONAL ASSOCIATION,
  Servicer


By:_________________________
     Name:
     Title:

EXHIBIT C


FORM OF MONTHLY SERIES 1999-B CERTIFICATEHOLDERS' STATEMENT

Series 1999-B

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 Minimum Monthly Interest--$__________
- -11.-The amount of the current monthly distribution in respect of any 
accrued and unpaid Collateral Minimum Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
- -1.-Collection of Principal Receivables--
- --(a)-The aggregate amount of Collections of Principal Receivables 
processed during the related Monthly Period which were allocated in 
respect of the Class A Certificates-$__________
- --(b)-The aggregate amount of Collections of Principal Receivables 
processed during the related Monthly Period which were allocated in 
respect of the Class B Certificates-$__________
- --(c)-The aggregate amount of Collections of Principal Receivables 
processed during the related Monthly Period which were allocated in 
respect of the Collateral Interest-$__________
- -2.-Principal Receivables in the Trust--
- --(a)-The aggregate amount of Principal Receivables in the Trust as of 
the end of the day on the last day of the related Monthly Period-
$__________
- --(b)-The amount of Principal Receivables in the Trust represented by 
the Investor Interest of Series 1999-B as of the end of the day on the 
last day of the related Monthly Period -$__________
- --(c)-The amount of Principal Receivables in the Trust represented by 
the Series 1999-B Adjusted Investor Interest as of the end of the day 
on the last day of the related Monthly Period-$__________
- --(d)-The amount of Principal Receivables in the Trust represented by 
the Class A Investor Interest as of the end of the day on the last day 
of the related Monthly Period-$__________
- --(e)-The amount of Principal Receivables in the Trust represented by 
the Class A Adjusted Investor Interest as of the end of the day on the 
last day of the related Monthly Period -$__________
- --(f)-The amount of Principal Receivables in the Trust represented by 
the Class B Investor Interest as of the end of the day on the last day 
of the related Monthly Period -$__________
- --(g)-The amount of Principal Receivables in the Trust represented by 
the Class B Adjusted Investor Interest as of the end of the day on the 
last day of the related Monthly Period-$__________
- --(h)-The amount of Principal Receivables in the Trust represented by 
the Collateral Interest Amount as of the end of the day on the last day 
of the related Monthly Period-$__________
- --(i)-The amount of Principal Receivables in the Trust represented by 
the Collateral Interest Adjusted Amount as of the end of the day on the 
last day of the related Monthly Period-$__________
- --(j)-The Floating Investor Percentage with respect to the related 
Monthly Period -____%
- --(k)-The Class A Floating Allocation with respect to the related 
Monthly Period-____%
- --(l)-The Class B Floating Allocation with respect to the related 
Monthly Period-____%
- --(m)-The Collateral Floating Allocation with respect to the related 
Monthly Period-____%
- --(n)-The Fixed Investor Percentage with respect to the related Monthly 
Period-____%
- --(o)-The Class A Fixed Allocation with respect to the related Monthly 
Period-____%
- --(p)-The Class B Fixed Allocation with respect to the related Monthly 
Period -____%
- --(q)-The Collateral Fixed Allocation with respect to the related 
Monthly Period-____%
- -3.-Delinquent Balances--
- --The aggregate amount of outstanding balances in the Accounts which 
were delinquent as of the end of the day on the last day of the related 
Monthly Period:--

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

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


						MBNA AMERICA BANK,
						  NATIONAL ASSOCIATION,
						  Servicer


						By:_________________________
						   Name:
						   Title:EXHIBIT D

FORM OF INVESTMENT LETTER

[Date]


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

Ladies and Gentlemen:

		This letter (the "Investment Letter") is delivered by the 
undersigned (the "Purchaser") pursuant to Section 19 of the Series 
1999-B Supplement dated as of March 26, 1999 (the "Series Supplement") 
to the Pooling and Servicing Agreement dated as of August 4, 1994 (as 
amended and supplemented, the "Agreement"), each among The Bank of 
New York, as Trustee,  and MBNA America Bank, National Association, as 
Servicer and Seller.  Capitalized terms used herein without definition 
shall have the meanings set forth in the Agreement.  The Purchaser 
represents to and agrees with the Seller as follows:

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

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

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

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

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

- -Very truly yours,

[NAME OF PURCHASER]


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

MBNA AMERICA BANK,
  NATIONAL ASSOCIATION


By:_______________________
   Name:
   Title:-

	SCHEDULE TO EXHIBIT C


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


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


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


						MBNA AMERICA BANK,
						  NATIONAL ASSOCIATION,



						By:_________________________
						   Name:
						   Title:
SECTION 1.	Designation	1
SECTION 2.	Definitions	1
SECTION 3.	Servicing Compensation and Assignment of 
Interchange	18
SECTION 4.	Reassignment and Transfer Terms	19
SECTION 5.	Delivery and Payment for the Certificates	20
SECTION 6.	Form of Delivery of the Certificates; Depository; 
Denominations	20
SECTION 7.	Article IV of Agreement	20
SECTION 4.04.	Rights of Certificateholders and the 
Collateral Interest Holder	20
SECTION 4.05.	Allocations	20
SECTION 4.06.	Determination of Monthly Interest	25
SECTION 4.07.	Determination of Monthly Principal	25
SECTION 4.08.	Coverage of Required Amount	27
SECTION 4.09.	Monthly Payments	27
SECTION 4.10.	Investor Charge-Offs	31
SECTION 4.11.	Excess Spread	33
SECTION 4.12.	Reallocated Principal Collections	34
SECTION 4.13.	Shared Principal Collections	34
SECTION 4.14.	Principal Funding Account	35
SECTION 4.15.	Reserve Account	36
SECTION 4.16.	Swap Reserve Fund	39
SECTION 4.17.	[RESERVED]	41
SECTION 4.18.	Seller's or Servicer's Failure to Make a 
Deposit or Payment	41
SECTION 4.19.	Interest Rate Swap	41
SECTION 4.20.	Interest Reserve Account	43
SECTION 8.	Article V of the Agreement	44
SECTION 5.01	Distributions	44
SECTION 5.02	Monthly Series 1999-B Certificateholders' 
Statement	45
SECTION 9.	Series 1999-B Pay Out Events	47
SECTION 10.	Series 1999-B Termination	48
SECTION 11.	Periodic Finance Charges and Other Fees	48
SECTION 12.	Limitations on Addition of Accounts	49
SECTION 13.	Counterparts	49
SECTION 14.	Governing Law	49
SECTION 15.	Additional Notices	49
SECTION 16.	Additional Representations and Warranties of the 
Servicer	49
SECTION 17.	No Petition	50
SECTION 18.	Certain Tax Related Amendments	50
SECTION 19.	Transfers of the Collateral Interest	50


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

SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement
An extra section break has been inserted above this paragraph. Do not 
delete this section break if you plan to add text after the Table of 
Contents/Authorities.  Deleting this break will cause Table of 
Contents/Authorities headers and footers to appear on any pages 
following the Table of Contents/Authorities.

 
(..continued)

 
 
DOCSDC1:76966.5 
7873-83 MJM