The payment of interest on a senior class of notes on any payment date is senior to the payment of interest on subordinated classes of notes of the MBNAseries on such date. Generally, no payment of interest will be made on any Class B note in the MBNAseries until the required payment of interest has been made to the Class A notes in the MBNAseries. Similarly, generally, no payment of interest will be made on any Class C note in the MBNAseries until the required payment of interest has been made to the Class A notes and the Class B notes

Ÿ	the portion of the available principal amounts and available funds allocated to the MBNAseries and available to these Class A(2001-5) notes; and

Ÿ	funds in the applicable issuer accounts for these Class A(2001-5) notes.

Only some of the assets of the issuer are available for payments on any tranche of notes

The sole source of payment of principal of and interest on your tranche of notes is provided by:

Ÿ

the portion of the available principal amounts and available funds allocated to the MBNAseries and available to your tranche of notes after giving effect to any reallocations and payments and deposits for senior notes; and

Ÿ

funds in the applicable issuer accounts for your tranche of notes.

As a result, you must rely only on the particular allocated assets as security for your tranche of notes for repayment of the principal of and interest on your notes. You will not have recourse to any other assets of the issuer or any other person for payment of your notes. See “Sources of Funds to Pay the Notes” in this prospectus supplement and in the accompanying prospectus.

In addition, if there is a sale of credit card receivables due to the insolvency of MBNA, due to an event of default and acceleration or on the applicable legal maturity date, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables” in this prospectus supplement and “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables” in the accompanying prospectus, your tranche of notes has recourse only to the proceeds of that sale, any amounts then on deposit in the issuer accounts allocated to and held for the benefit of your tranche of notes and any amounts payable under any applicable derivative agreement.

Class A and Class B notes of the MBNAseries can lose their subordination under some circumstances resulting in delayed or reduced payments to you

Subordinated notes of the MBNAseries may have expected principal payment dates and legal maturity dates earlier than some or all of the notes of the senior classes.

If notes of a subordinated class reach their expected principal payment date at a time when they are needed to provide the required subordination for the senior classes of the MBNAseries and the issuer is unable to issue additional notes of that subordinated class or obtain acceptable alternative forms of credit enhancement, prefunding of the senior classes will begin and such subordinated notes will not be paid on their expected principal payment date. The principal funding subaccounts for the senior classes will be prefunded with available principal amounts allocable to the MBNAseries and available for that purpose in an amount necessary to permit the payment of those subordinated notes while maintaining the required subordination for the senior classes. See “Deposit and Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account.”

There will generally be a 29-month period between the expected principal payment date and the legal maturity date of the subordinated notes to prefund the principal funding subaccounts of the senior classes, if necessary. Notes of a subordinated class which have reached their expected principal payment date will not be paid until the remaining subordinated notes provide the required subordination for the senior notes, which payment may be delayed further as other subordinated notes reach their expected principal payment date. The subordinated notes will be paid on their legal maturity date, to the extent that any funds are available for that purpose from proceeds of the sale of receivables or otherwise, whether or not the senior classes of notes have been fully prefunded.

If the rate of repayment of principal receivables in master trust II were to decline during this prefunding period, then the principal funding subaccounts for the senior classes of notes may not be fully prefunded before the legal maturity date of the subordinated notes. In that event and only to the extent not fully prefunded, the senior classes would not have the required subordination beginning on the legal maturity date of those subordinated notes unless additional subordinated notes of that class were issued or a sufficient amount of senior notes have matured so that the remaining outstanding subordinated notes provide the necessary subordination.

The table under “The Master Trust II Portfolio—Principal Payment Rates” sets forth the highest and lowest cardholder monthly principal payment rates for the master trust II portfolio during the periods shown in such table. Principal payment rates may change due to a variety of factors including economic, social and legal factors, changes in the terms of credit card accounts by MBNA or the addition of credit card accounts to master trust II with different characteristics. There can be no assurance that the rate of principal repayment will remain in this range in the future.

Yield and payments on the receivables could decrease resulting in the receipt of principal payments earlier than the expected principal payment date

There is no assurance that the stated principal amount of your notes will be paid on its expected principal payment date.

A significant decrease in the amount of credit card receivables in master trust II for any reason could result in an early redemption event and in early payment of your notes, as well as decreased protection to you against defaults on the credit card receivables. In addition, the effective yield on the credit card receivables owned by master trust II could decrease due to, among other things, a change in periodic finance charges on the credit card accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and incur no finance charges. This could reduce the amount of available funds. If the amount of excess available funds for any three consecutive calendar months is less than the required excess available funds for such three months, an early redemption event will occur and could result in an early payment of your notes. See “Prospectus Supplement Summary—Early Redemption of Notes.”

See “Risk Factors” in the prospectus for a discussion of other circumstances under which you may receive principal payments earlier or later than the expected principal payment date.

Ÿ

If after giving effect to the proposed principal payment there is still a sufficient amount of subordinated notes to support the outstanding senior notes. See “Deposit and Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account” and “—Allocation to Principal Funding Subaccounts.” For example, if a tranche of Class A notes has been repaid, this generally means that, unless other Class A notes are issued, at least some Class B notes and Class C notes may be repaid when such Class B notes and Class C notes are required to be repaid even if other tranches of Class A notes are outstanding.

Ÿ

If the principal funding subaccounts for the senior classes of notes have been sufficiently prefunded as described in “Deposit and Application of Funds—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”

Ÿ

If new tranches of subordinated notes are issued so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination.

Ÿ

If the subordinated tranche of notes reaches its legal maturity date and there is a sale of credit card receivables as described in “Deposit and Application of Funds—Sale of Credit Card Receivables.”

Ÿ

received confirmation from each rating agency that has rated any outstanding notes that the change will not result in the reduction, qualification or withdrawal of its then-current rating of any outstanding notes in the MBNAseries; and

Ÿ

delivered an opinion of counsel that for federal income tax purposes (1) the change will not adversely affect the tax characterization as debt of any outstanding series, class or tranche of notes of the issuer that were characterized as debt at the time of their issuance, (2) following the change, the issuer will not be treated as an association, or publicly traded partnership, taxable as a corporation, and (3) such change will not cause or constitute an event in which gain or loss would be recognized by any holder of such notes.

Ÿ

the aggregate nominal liquidation amount of all tranches of outstanding Class B notes on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments with respect to Class B notes to be made on that date; minus

Ÿ

the aggregate amount of the Class A required subordinated amount of Class B notes for all other Class A notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments with respect to Class A notes to be made on that date.

Ÿ

the aggregate nominal liquidation amount of all tranches of Class C notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments with respect to Class C notes to be made on that date; minus

Ÿ

the sum of:

—

the aggregate amount of the Class B required subordinated amount of Class C notes for all other tranches of Class B notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments with respect to Class C notes to be made on that date; plus

—

the aggregate amount of the Class A required subordinated amount of Class C notes for all tranches of Class A notes for which the Class A required subordinated amount of Class B notes is equal to zero which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments with respect to those Class A notes to be made on that date.

Ÿ

The MBNAseries’ share of collections of finance charge receivables allocated and paid to the collateral certificateholder and investment earnings on funds held in the collection account. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds” in the prospectus.

Ÿ

Withdrawals from the accumulation reserve subaccount.

If the number of months targeted to accumulate budgeted deposits of MBNAseries Available Principal Amounts for the payment of principal on a tranche of notes is greater than one month, then the issuer will begin to fund an accumulation reserve subaccount for such tranche. See “—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account.” The amount targeted to be deposited in the accumulation reserve account for each month, beginning with the third month prior to the first Transfer Date on which MBNAseries Available Principal Amounts are to be accumulated for such tranche, will be an amount equal to 0.5% of the outstanding dollar principal amount of such tranche of notes.

On each Transfer Date, the issuer will calculate the targeted amount of principal funding subaccount earnings for each tranche of notes, which will be equal to the amount that the funds (other than prefunded amounts) on deposit in each principal funding subaccount would earn at the interest rate payable by the issuer—taking into account payments due under applicable derivative agreements—on the related tranche of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings, then the amount of such shortfall will be withdrawn from the applicable accumulation reserve subaccount and treated as MBNAseries Available Funds for such month.

Ÿ

Additional finance charge collections allocable to the MBNAseries.

The issuer will notify the servicer from time to time of the aggregate prefunded amount on deposit in the principal funding account. Whenever there are any prefunded amounts on deposit in any principal funding subaccount, master trust II will designate an amount of the Seller Interest equal to such prefunded amounts. On each Transfer Date, the issuer will calculate the targeted amount of principal funding subaccount prefunded amount earnings for each tranche of notes, which will be equal to the amount that the prefunded amounts on deposit in each principal funding subaccount would earn at the interest rate payable by the issuer—taking into account payments due under applicable derivative agreements—on the related tranche of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings, collections of finance charge receivables allocable to such designated portion of the Seller Interest up to the amount of the shortfall will be treated as MBNAseries Available Funds. See “Master Trust II—Application of Collections” in the prospectus.

Ÿ

Investment earnings on amounts on deposit in the principal funding account, interest funding account and accumulation reserve account for the MBNAseries.

Ÿ

Any shared excess available funds allocable to the MBNAseries.

See “—Shared Excess Available Funds” in this prospectus supplement.

Ÿ

Amounts received from derivative counterparties.

Unless otherwise specified in the MBNAseries indenture supplement, payments received under derivative agreements for interest on notes of the MBNAseries payable in U.S. dollars will be treated as MBNAseries Available Funds.

Ÿ

first, to make the targeted deposits to the interest funding account to fund the payment of interest on the notes and certain payments due to derivative counterparties;

Ÿ

second, to pay the MBNAseries’s share of the master trust II servicing fee, plus any previously due and unpaid master trust II servicing fee allocable to the MBNAseries, to the servicer;

Ÿ

third, to be treated as MBNAseries Available Principal Amounts in an amount equal to the amount of defaults on principal receivables in master trust II allocated to the MBNAseries for the preceding month;

Ÿ

fourth, to be treated as MBNAseries Available Principal Amounts in an amount equal to the Nominal Liquidation Amount Deficits, if any, of MBNAseries notes;

Ÿ

fifth, to make the targeted deposit to the accumulation reserve account, if any;

Ÿ

sixth, to make the targeted deposit to the Class C reserve account, if any;

Ÿ

seventh, to make any other payment or deposit required by any class or tranche of MBNAseries notes;

Ÿ

eighth, to be treated as shared excess available funds; and

Ÿ

ninth, to the issuer.

Ÿ

Interest Payments.    The deposit targeted for any tranche of outstanding interest-bearing notes on each Transfer Date will be equal to the amount of interest accrued on the outstanding dollar principal amount of that tranche during the period from and including the first Monthly Interest Accrual Date in the prior month to but excluding the first Monthly Interest Accrual Date for the current month.

Ÿ

Amounts Owed to Derivative Counterparties.    If a tranche of notes has a Performing or non-Performing derivative agreement for interest that provides for payments to the applicable derivative counterparty, in addition to any applicable stated interest as determined under the item above, the deposit targeted for that tranche of notes on each Transfer Date with respect to any payment to the derivative counterparty will be specified in the MBNAseries indenture supplement.

Ÿ

Discount Notes.    The deposit targeted for a tranche of discount notes on each Transfer Date is the amount of accretion of principal of that tranche of notes from and including the prior Monthly Principal Accrual Date—or in the case of the first Monthly Principal Accrual Date, from and including the date of issuance of that tranche—to but excluding the first Monthly Principal Accrual Date for the next month.

Ÿ

Specified Deposits.    If any tranche of notes provides for deposits in addition to or different from the deposits described above to be made to the interest funding subaccount for that tranche, the deposits targeted for that tranche each month are the specified amounts.

Ÿ

Additional Interest.    The deposit targeted for any tranche of notes that has previously due and unpaid interest for any month will include the interest accrued on that overdue interest during the period from and including the first Monthly Interest Accrual Date in the prior month to but excluding the first Monthly Interest Accrual Date for the current month.

Ÿ

MBNAseries Available Funds are at least equal to targeted amounts.    If MBNAseries Available Funds are at least equal to the sum of the deposits targeted by each tranche of notes as described above, then that targeted amount will be deposited in the interest funding subaccount established for each tranche.

Ÿ

MBNAseries Available Funds are less than targeted amounts.    If MBNAseries Available Funds are less than the sum of the deposits targeted by each tranche of notes as described above, then MBNAseries Available Funds will be allocated to each tranche of notes as follows:

—

first, to cover the deposits with respect to the Class A notes (including any applicable derivative counterparty payments),

—

second, to cover the deposits with respect to the Class B notes (including any applicable derivative counterparty payments), and

—

third, to cover the deposits with respect to the Class C notes (including any applicable derivative counterparty payments).

—

the aggregate amount of the deposits targeted with respect to that tranche of notes, to

—

the aggregate amount of the deposits targeted with respect to all tranches of notes in such class.

Ÿ

first, to each tranche of Class A notes,

Ÿ

second, to each tranche of Class B notes, and

Ÿ

third, to each tranche of Class C notes.

—the Nominal Liquidation Amount Deficit of such tranche of notes, to

—the aggregate Nominal Liquidation Amount Deficit of all tranches of such class.

Ÿ

first, for each month, if MBNAseries Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for any tranche of Class A notes, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C notes for each day during such month) will be allocated to the interest funding subaccount of each such tranche of Class A notes pro rata based on, in the case of each such tranche of Class A notes, the lesser of:

—

the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of Class A notes, and

—

an amount equal to the sum of the Class A Unused Subordinated Amount of Class C notes plus the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes (determined after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II);

Ÿ

second, for each month, if MBNAseries Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for any tranche of Class B notes, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C notes for each day during such month minus the aggregate amount of MBNAseries Available Principal Amounts reallocated as described in the first clause above) will be allocated to the interest funding subaccount of each such tranche of Class B notes pro rata based on, in the case of each such tranche of Class B notes, the lesser of:

—

the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of Class B notes, and

—

an amount equal to the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes (determined after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II and the reallocation of MBNAseries Available Principal Amounts as described in the first clause above);

Ÿ

third, for each month, if MBNAseries Available Funds are insufficient to pay the portion of the master trust II servicing fee allocable to the MBNAseries, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C notes for each day during such month minus the aggregate amount of MBNAseries Available Principal Amounts reallocated as described in the first and second clauses above) will be paid to the servicer in an amount equal to, and allocated to each such tranche of Class A notes pro rata based on, in the case of each tranche of Class A notes, the lesser of:

—

the amount of the deficiency times the Weighted Average Available Funds Allocation Amount for such tranche for such month to the Weighted Average Available Funds Allocation Amount for the MBNAseries for such month, and

—

an amount equal to the Class A Unused Subordinated Amount of Class C notes plus the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes (determined after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II and the reallocation of MBNAseries Available Principal Amounts as described in the first and second clauses above);

Ÿ

fourth, for each month, if MBNAseries Available Funds are insufficient to pay the portion of the master trust II servicing fee allocable to the MBNAseries, then MBNAseries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes and the Class C notes for each day during such month minus the aggregate amount of MBNAseries Available Principal Amounts reallocated as described in the first, second and third clauses above) will be paid to the servicer in an amount equal to, and allocated to each tranche of Class B notes pro rata based on, in the case of each such tranche of Class B notes, the lesser of:

—

the amount of the deficiency times the Weighted Average Available Funds Allocation Amount for such tranche for such month to the Weighted Average Available Funds Allocation Amount for the MBNAseries for such month, and

—

an amount equal to the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes (determined after giving effect to the allocation of charge-offs for uncovered defaults on principal receivables in master trust II and the reallocation of MBNAseries Available Principal Amounts as described in the preceding clauses);

Ÿ

fifth, to make the targeted deposits to the principal funding account as described below under “—Targeted Deposits of MBNAseries Available Principal Amounts to the Principal Funding Account;” and

Ÿ

sixth, to the issuer for reinvestment in the Investor Interest of the collateral certificate.

Ÿ

Principal Payment Date.    For the month before any principal payment date of a tranche of notes, the deposit targeted for that tranche of notes for that month is equal to the nominal liquidation amount of that tranche of notes as of the close of business on the last day of such month, determined after giving effect to any charge-offs for uncovered defaults on principal receivables in master trust II and any reallocations, payments or deposits of MBNAseries Available Principal Amounts occurring on the following Transfer Date.

Ÿ

Budgeted Deposits.    Each month beginning with the twelfth month before the expected principal payment date of a tranche of notes, the deposit targeted to be made into the principal funding subaccount for a tranche of notes will be one-twelfth of the expected outstanding dollar principal amount of that tranche of notes as of its expected principal payment date.

The issuer may postpone the date of the targeted deposits under the previous sentence. If the issuer and the servicer determine that less than twelve months would be required to accumulate MBNAseries Available Principal Amounts necessary to pay a tranche of notes on its expected principal payment date, using conservative historical information about payment rates of principal receivables under master trust II and after taking into account all of the other expected payments of principal of master trust II investor certificates and notes to be made in the next twelve months, then the start of the targeted deposits may be postponed each month by one month, with proportionately larger targeted deposits for each month of postponement.

Ÿ

Prefunding of the Principal Funding Account for Senior Classes.    If the issuer determines that any date on which principal is payable or to be deposited into a principal funding subaccount with respect to any tranche of Class C notes will occur at a time when the payment or deposit of all or part of that tranche of Class C notes would be prohibited because it would cause a deficiency in the remaining available subordination for the Class A notes or Class B notes, the targeted deposit amount for the Class A notes and Class B notes will be an amount equal to the portion of the Adjusted Outstanding Dollar Principal Amount of the Class A notes and Class B notes that would have to cease to be outstanding in order to permit the payment of or deposit with respect to that tranche of Class C notes.

If the issuer determines that any date on which principal is payable or to be deposited into a principal funding subaccount with respect to any Class B notes will occur at a time when the payment or deposit of all or part of that tranche of Class B notes would be prohibited because it would cause a deficiency in the remaining available subordination for the Class A notes, the targeted deposit amount for the Class A notes will be an amount equal to the portion of the Adjusted Outstanding Dollar Principal Amount of the Class A notes that would have to cease to be outstanding in order to permit the payment of or deposit with respect to that tranche of Class B notes.

Prefunding of the principal funding subaccount for the senior tranches of the MBNAseries will continue until:

—

enough senior notes are repaid so that the subordinated notes that are payable are no longer necessary to provide the required subordination for the outstanding senior notes;

—

new subordinated notes are issued so that the subordinated notes that are payable are no longer necessary to provide the required subordination for the outstanding senior notes; or

—

the principal funding subaccounts for the senior notes are prefunded so that the subordinated notes that are payable are no longer necessary to provide the required subordination for the outstanding senior notes.

For purposes of calculating the prefunding requirements, the required subordinated amount of a tranche of a senior class of notes of the MBNAseries will be calculated as described under “The Notes—Issuance of New Series, Classes and Tranches of Notes—Required Subordinated Amount” based on its Adjusted Outstanding Dollar Principal Amount on such date. However, if any early redemption event has occurred with respect to the subordinated notes or if the usage of the subordinated notes with respect to such senior notes is greater than zero, the required subordinated amount will be calculated based on the Adjusted Outstanding Dollar Principal Amount of such tranche as of the close of business on the day immediately preceding the occurrence of such early redemption event or the date on which the usage of the subordinated notes exceeds zero.

When the prefunded amounts are no longer necessary, they will be withdrawn from the principal funding account and applied in accordance with the description under “—Withdrawals from Principal Funding Account—Withdrawal of Prefunded Amount.” The nominal liquidation amount of the prefunded tranches will be increased by the amount removed from the principal funding account.

If any tranche of senior notes becomes payable as a result of an early redemption event, event of default or other optional or mandatory redemption, or upon reaching its expected principal payment date, any prefunded amounts on deposit in its principal funding subaccount will be paid to noteholders of that tranche and deposits to pay the notes will continue as necessary to pay that tranche.

Ÿ

Event of Default, Early Redemption Event or Other Optional or Mandatory Redemption.    If any tranche of notes has been accelerated after the occurrence of an event of default during that month, or an early redemption event or other optional or mandatory redemption has occurred with respect to any tranche of notes, the deposit targeted for that tranche of notes with respect to that month and each following month will equal the nominal liquidation amount of that tranche of notes as of the close of business on the last day of the preceding month, determined after giving effect to reallocations, payments or deposits occurring on the Transfer Date with respect to such month.

Ÿ

Amounts Owed to Derivative Counterparties.    If a tranche of U.S. dollar notes or foreign currency notes that has a Performing or non-Performing derivative agreement for principal that provides for a payment to the applicable derivative counterparty, the deposit targeted for that tranche of notes on each Transfer Date with respect to any payment to the derivative counterparty will be specified in the MBNAseries indenture supplement.

Ÿ

MBNAseries Available Principal Amounts Equal Targeted Amounts.    If MBNAseries Available Principal Amounts remaining after giving effect to clauses one through four under “—Application of MBNAseries Available Principal Amounts” are equal to the sum of the deposits targeted by each tranche of notes, then the applicable targeted amount will be deposited in the principal funding subaccount established for each tranche.

Ÿ

MBNAseries Available Principal Amounts Are Less Than Targeted Amounts.    If MBNAseries Available Principal Amounts remaining after giving effect to clauses one through four under “—Application of MBNAseries Available Principal Amounts” are less than the sum of the deposits targeted by each tranche of notes, then MBNAseries Available Principal Amounts will be deposited in the principal funding subaccounts for each tranche in the following priority:

—

first, the amount available will be allocated to the Class A notes,

—

second, the amount available after the application above will be allocated to the Class B notes, and

—

third, the amount available after the applications above will be allocated to the Class C notes.

—

the amount targeted to be deposited into the principal funding subaccount for the applicable tranche of such class, to

—

the aggregate amount targeted to be deposited into the principal funding subaccount for all tranches of such class.

—

the available subordinated amount of Class C notes is at least equal to the required subordinated amount of Class C notes for all outstanding Class A notes minus the Class A Usage of Class C Required Subordinated Amount for all Class A notes; and

—

the available subordinated amount of Class C notes is at least equal to the required subordinated amount of Class C notes for all outstanding Class B notes minus the Class B Usage of Class C Required Subordinated Amount for all Class B notes.

Ÿ

Withdrawals for U.S. Dollar Notes.    On each applicable interest payment date for each tranche of U.S. dollar notes, an amount equal to interest due on the applicable tranche of notes on the applicable interest payment date (including any overdue interest payments and additional interest on overdue interest payments) will be withdrawn from that interest funding subaccount and paid to the applicable paying agent.

Ÿ

Withdrawal for Foreign Currency Notes with a Non-Performing Derivative Agreement.    On each applicable interest payment date with respect to a tranche of foreign currency notes that has a non-Performing derivative agreement for interest, the amount specified in the MBNAseries indenture supplement will be withdrawn from that interest funding subaccount and, if so specified in the applicable indenture supplement, converted to the applicable foreign currency at the applicable spot exchange rate and remitted to the applicable paying agent.

Ÿ

Withdrawals for Discount Notes.    On each applicable principal payment date, with respect to each tranche of discount notes, an amount equal to the amount of the accretion of principal of that tranche of notes from the prior principal payment date—or, in the case of the first principal payment date, the date of issuance of that tranche—to but excluding the applicable principal payment date will be withdrawn from that interest funding subaccount and invested in the Investor Interest of the collateral certificate.

Ÿ

Withdrawals for Payments to Derivative Counterparties.    On each date on which a payment is required under the applicable derivative agreement, with respect to any tranche of notes that has a Performing or non-Performing derivative agreement for interest, an amount equal to the amount of the payment to be made under the applicable derivative agreement (including, if applicable, any overdue payment and any additional interest on overdue payments) will be withdrawn from that interest funding subaccount and paid in accordance with the MBNAseries indenture supplement.

Ÿ

Withdrawals for U.S. Dollar Notes with no Derivative Agreement for Principal.    On each applicable principal payment date, with respect to each tranche of U.S. dollar notes that has no derivative agreement for principal, an amount equal to the principal due on the applicable tranche of notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and paid to the applicable paying agent.

Ÿ

Withdrawals for U.S. Dollar or Foreign Currency Notes with a Performing Derivative Agreement for Principal.     On each date on which a payment is required under the applicable derivative agreement with respect to any tranche of U.S. dollar or foreign currency notes that has a Performing derivative agreement for principal, an amount equal to the amount of the payment to be made under the applicable derivative agreement will be withdrawn from the applicable principal funding subaccount and paid to the applicable derivative counterparty. The issuer will direct the applicable derivative counterparty to remit its payments under the applicable derivative agreement to the applicable paying agent.

Ÿ

Withdrawals for Foreign Currency Notes with non-Performing Derivative Agreement for Principal.     On each principal payment date with respect to a tranche of foreign currency notes that has a non-Performing derivative agreement for principal, an amount equal to the amount specified in the applicable indenture supplement will be withdrawn from that principal funding subaccount and, if so specified in the applicable indenture supplement, converted to the applicable foreign currency at the prevailing spot exchange rate and paid to the applicable paying agent. Any excess dollar amount will be retained on deposit in the applicable principal funding subaccount to be applied to make principal payments on later principal payment dates.

Ÿ

Withdrawals for U.S. Dollar Notes with a non-Performing Derivative Agreement for Principal.    On each principal payment date with respect to a tranche of U.S. dollar notes with a non-Performing derivative agreement for principal, the amount specified in the applicable indenture supplement will be withdrawn from the applicable principal funding subaccount and paid to the applicable paying agent.

Ÿ

Withdrawal of Prefunded Amount.    If prefunding of the principal funding subaccounts for senior classes of notes is no longer necessary as a result of payment of senior notes or issuance of additional subordinated notes, as described under “—Targeted Deposits of Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” the prefunded amounts will be withdrawn from the principal funding account and first, allocated among and deposited to the principal funding subaccounts of the Class A notes up to the amount then targeted to be on deposit in such principal funding subaccount; second, allocated among and deposited to the principal funding subaccounts of the Class B notes up to the amount then targeted to be on deposit in such principal funding subaccount; third, allocated among and deposited to the principal funding subaccount of the Class C notes up to the amount then targeted to be on deposit in such principal funding subaccount; and fourth, any remaining amounts paid to master trust II to increase the Investor Interest of the collateral certificate.

Ÿ

Withdrawals on the Legal Maturity Date.    On the legal maturity date of any tranche of notes, amounts on deposit in the principal funding subaccount of such tranche may be applied to pay principal of that tranche or to make a payment under a derivative agreement with respect to principal of that tranche.

Ÿ

the holders of 90% of the aggregate outstanding dollar principal amount of the accelerated tranche of notes consent;

Ÿ

the net proceeds of such sale (plus amounts on deposit in the applicable subaccounts and payments to be received from any applicable derivative agreement) would be sufficient to pay all amounts due on the accelerated tranche of notes; or

Ÿ

if the indenture trustee determines that the funds to be allocated to the accelerated tranche of notes, including MBNAseries Available Funds and MBNAseries Available Principal Amounts allocable to the accelerated tranche of notes, payments to be received from any applicable derivative agreement and amounts on deposit in the applicable subaccounts, may not be sufficient on an ongoing basis to make all payments on the accelerated tranche of notes as such payments would have become due if such obligations had not been declared due and payable, and 66 2 /3% of the noteholders of the accelerated tranche of notes consent to the sale.

Ÿ

Interest.    On or prior to each Transfer Date, the issuer will calculate for each tranche of notes the amount of any shortfall of net investment earnings for amounts on deposit in the principal funding subaccount for that tranche (other than prefunded amounts) over the amount of interest that would have accrued on such deposit if that tranche had borne interest at the applicable note interest rate (or other rate specified in the MBNAseries indenture supplement) for the prior month. If there is any such shortfall for that Transfer Date, or any unpaid shortfall from any earlier Transfer Date, the issuer will withdraw the sum of those amounts from the accumulation reserve subaccount, to the extent available, for treatment as MBNAseries Available Funds for such month.

Ÿ

Payment to Issuer.    Upon payment in full of any tranche of notes, any amount on deposit in the applicable accumulation reserve subaccount will be paid to the issuer.

Ÿ

the date of the payment in full of the stated principal amount of and all accrued, past due and additional interest on that tranche of notes;

Ÿ

the date on which the outstanding dollar principal amount of that tranche of notes is reduced to zero, and all accrued, past due or additional interest on that tranche of notes is paid in full;

Ÿ

the legal maturity date of that tranche of notes, after giving effect to all deposits, allocations, reallocations, sales of credit card receivables and payments to be made on that date; or

Ÿ

the date on which a sale of receivables has taken place with respect to such tranche, as described in “—Sale of Credit Card Receivables.”

		September 30,					December 31,
		2001					2000					1999
		Receivables		Percentage of Total Receivables			Receivables		Percentage of Total Receivables			Receivables		Percentage of Total Receivables
Receivables     Outstanding		$62,301,053					$58,611,594					$51,032,411
Receivables     Delinquent:
30-59 Days		$      609,626		0.98	%		$  1,024,175		1.75	%		$      817,374		1.60	%
60-89 Days		719,513		1.15			583,768		1.00			482,084		0.94
90 or More		1,333,405		2.14			1,158,371		1.97			1,064,669		2.09
Total		$  2,662,544		4.27	%		$  2,766,314		4.72	%		$  2,364,127		4.63	%

		December 31,
		1998					1997					1996
		Receivables		Percentage of Total Receivables			Receivables		Percentage of Total Receivables			Receivables		Percentage of Total Receivables
Receivables     Outstanding		$42,099,780					$35,542,445					$23,743,488
Receivables     Delinquent:
30-59 Days		$      756,062		1.80	%		$      671,313		1.89	%		$      433,068		1.82	%
60-89 Days		416,500		0.99			329,087		0.93			204,156		0.86
90 or More		914,003		2.17			708,755		1.99			436,245		1.84
Total		$  2,086,565		4.96	%		$  1,709,155		4.81	%		$  1,073,469		4.52	%

		Nine Months Ended September 30, 2001			Year Ended December 31,
					2000			1999
Average Principal Receivables Outstanding		$58,389,847			$52,869,754			$44,034,527
Total Charge-Offs		$  2,277,305			$  2,697,976			$  2,172,404
Total Charge-Offs as a percentage of Average      Principal Receivables Outstanding		5.20	%		5.10	%		4.93	%

		Year Ended December 31,
		1998			1997			1996
Average Principal Receivables Outstanding		$36,987,103			$28,445,493			$16,934,810
Total Charge-Offs		$  1,843,986			$  1,330,140			$      672,553
Total Charge-Offs as a percentage of Average      Principal Receivables Outstanding		4.99	%		4.68	%		3.97	%

		Nine Months Ended September 30, 2001			Year Ended December 31,
					2000			1999
Finance Charges and Fees		$8,557,870			$10,122,205			$8,121,775
Yield from Finance Charges and Fees		19.54	%		19.15	%		18.44	%

		Year Ended December 31,
		1998			1997			1996
Finance Charges and Fees		$6,737,139			$4,951,621			$2,893,047
Yield from Finance Charges and Fees		18.21	%		17.41	%		17.08	%

		Nine Months Ended September 30, 2001			Year Ended December 31,
					2000		1999		1998		1997		1996
Lowest Month		12.28	%		12.21%		12.56%		11.47%		11.02%		9.30%
Highest Month		13.76	%		14.05%		13.61%		13.43%		13.00%		11.52%
Monthly Average		13.02	%		13.01%		13.17%		12.59%		11.62%		10.36%

Ÿ

the Master Trust II Portfolio included $60,570,794,655 of principal receivables and $1,591,711,068 of finance charge receivables;

Ÿ

the credit card accounts had an average principal receivable balance of $1,645 and an average credit limit of $13,427;

Ÿ

the percentage of the aggregate total receivable balance to the aggregate total credit limit was 12.6%;

Ÿ

the average age of the credit card accounts was approximately 67 months; and

Ÿ

cardholders whose accounts are included in the Master Trust II Portfolio had billing addresses in all 50 States and the District of Columbia.

Account Balance Range		Number of Accounts		Percentage of Total Number of Accounts			Receivables			Percentage of Total Receivables
Credit Balance		659,562		1.8	%		$      (79,614,016	)		(0.1	)%
No Balance		20,278,888		55.1			0			0.0
$      .01-$ 5,000.00		11,394,550		31.0			15,511,645,115			25.0
$ 5,000.01-$10,000.00		2,822,275		7.7			19,963,278,838			32.1
$10,000.01-$15,000.00		967,002		2.6			11,709,658,873			18.8
$15,000.01-$20,000.00		380,274		1.0			6,531,430,249			10.5
$20,000.01-$25,000.00		183,476		0.5			4,109,494,010			6.6
$25,000.01 or More		128,413		0.3			4,416,612,654			7.1
Total		36,814,440		100.0	%		$62,162,505,723			100.0	%

Credit Limit Range		Number of Accounts		Percentage of Total Number of Accounts			Receivables		Percentage of Total Receivables
Less than or equal to $5,000.00		5,514,521		15.0	%		$  4,911,964,841		7.9	%
$ 5,000.01-$10,000.00		11,179,926		30.4			16,332,836,197		26.3
$10,000.01-$15,000.00		8,740,419		23.7			14,040,656,007		22.6
$15,000.01-$20,000.00		5,223,880		14.2			9,745,275,438		15.7
$20,000.01-$25,000.00		4,443,723		12.1			9,626,567,512		15.5
$25,000.01 or More		1,711,971		4.6			7,505,205,728		12.0
Total		36,814,440		100.0	%		$62,162,505,723		100.0	%

Period of Delinquency (Days Contractually Delinquent)		Number of Accounts		Percentage of Total Number of Accounts			Receivables		Percentage of Total Receivables
Not Delinquent		35,403,103		96.2	%		$54,213,731,680		87.2	%
Up to 29 Days		947,647		2.6			5,066,637,416		8.1
30 to 59 Days		127,379		0.3			757,494,843		1.2
60 to 89 Days		117,718		0.3			724,601,852		1.2
90 or More Days		218,593		0.6			1,400,039,932		2.3
Total		36,814,440		100.0	%		$62,162,505,723		100.0	%

Account Age		Number of Accounts		Percentage of Total Number of Accounts			Receivables		Percentage of Total Receivables
Not More than 6 Months		1,421,804		3.9	%		$  2,016,407,056		3.2	%
Over 6 Months to 12 Months		2,267,888		6.1			2,800,336,313		4.5
Over 12 Months to 24 Months		5,408,505		14.7			7,603,983,704		12.2
Over 24 Months to 36 Months		5,173,778		14.0			7,064,246,400		11.4
Over 36 Months to 48 Months		4,552,693		12.4			5,933,459,067		9.6
Over 48 Months to 60 Months		4,256,904		11.6			6,813,975,659		11.0
Over 60 Months to 72 Months		3,718,141		10.1			6,282,678,336		10.1
Over 72 Months		10,014,727		27.2			23,647,419,188		38.0
Total		36,814,440		100.0	%		$62,162,505,723		100.0	%

State		Number of Accounts		Percentage of Total Number of Accounts			Receivables		Percentage of Total Receivables
California		3,502,012		9.5	%		$  6,935,314,815		11.1	%
New York		2,627,932		7.1			4,269,780,723		6.9
Florida		2,445,136		6.7			4,298,101,579		6.9
Pennsylvania		2,243,694		6.1			3,170,079,834		5.1
Texas		2,061,682		5.6			4,168,332,042		6.7
Ohio		1,541,243		4.2			2,201,456,869		3.5
Illinois		1,521,592		4.1			2,400,992,772		3.9
New Jersey		1,519,846		4.1			2,621,956,296		4.2
Michigan		1,321,390		3.6			2,167,793,594		3.5
Virginia		1,250,693		3.4			2,095,696,887		3.4
Other		16,779,220		45.6			27,833,000,312		44.8
Total		36,814,440		100.0	%		$62,162,505,723		100.0	%

Underwriters		Principal Amount
Banc of America Securities LLC		$  83,333,335
Banc One Capital Markets, Inc.		83,333,333
Barclays Capital Inc.		83,333,333
Credit Suisse First Boston Corporation		83,333,333
Deutsche Banc Alex. Brown Inc.		83,333,333
Salomon Smith Barney Inc.		83,333,333
Total		$500,000,000

Ÿ

it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to these Class A(2001-5) notes in, from or otherwise involving the United Kingdom;

Ÿ

it has only issued, distributed or passed on and will only issue, distribute or pass on in the United Kingdom any document received by it in connection with the issue of these Class A(2001-5) notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued, distributed or passed on;

Ÿ

if it is an authorized person under Chapter III of Part I of the Financial Services Act 1986, it has only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in this