EXHIBIT
4.1
EXECUTION
COPY
BA
CREDIT CARD TRUST
as
Issuer
CLASS
B(2007-5) TERMS DOCUMENT
dated
as of October 11, 2007
to
AMENDED
AND RESTATED BASERIES INDENTURE SUPPLEMENT
dated
as of June 10, 2006
to
SECOND
AMENDED AND RESTATED INDENTURE
dated
as of October 20, 2006
THE
BANK OF NEW YORK
as
Indenture Trustee
|
|
| |
|
Definitions
and Other Provisions of General Application
|
| |
|
Section
1.01.
|
Definitions
|
1
|
| |
|
|
|
Section
1.02.
|
Governing
Law; Submission to Jurisdiction; Agent for Service of
Process
|
5
|
| |
|
|
|
Section
1.03.
|
Counterparts
|
6
|
| |
|
|
|
Section
1.04.
|
Ratification
of Indenture and Indenture Supplement
|
6
|
| |
|
|
|
ARTICLE
II
|
| |
|
The
Class B(2007-5) Notes
|
| |
|
Section
2.01.
|
Creation
and Designation
|
7
|
| |
|
|
|
Section
2.02.
|
Specification
of Required Subordinated Amount and other Terms
|
7
|
| |
|
|
|
Section
2.03.
|
Interest
Payment
|
8
|
| |
|
|
|
Section
2.04.
|
Calculation
Agent; Determination of LIBOR
|
8
|
| |
|
|
|
Section
2.05.
|
Payments
of Interest and Principal
|
9
|
| |
|
|
|
Section
2.06.
|
Form
of Delivery of Class B(2007-5) Notes; Depository;
Denominations
|
10
|
| |
|
|
|
Section
2.07.
|
Delivery
and Payment for the Class B(2007-5) Notes
|
10
|
| |
|
|
|
Section
2.08.
|
Targeted
Deposits to the Accumulation Reserve Account
|
10
|
| |
|
|
|
ARTICLE
III
|
| |
|
Representations
and Warranties
|
| |
|
Section
3.01.
|
Issuer’s
Representations and Warranties
|
11
|
THIS
CLASS B(2007-5) TERMS DOCUMENT (this “Terms Document”), by and between BA
CREDIT CARD TRUST, a statutory trust created under the laws of the State of
Delaware (the “Issuer”), having its principal office at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, and THE BANK OF
NEW
YORK, a New York banking corporation, as Indenture Trustee (the “Indenture
Trustee”), is made and entered into as of October 11, 2007.
Pursuant
to this Terms Document, the Issuer and the Indenture Trustee shall create a
new
tranche of Class B Notes and shall specify the principal terms
thereof.
ARTICLE
I
Definitions
and Other Provisions of General Application
Section
1.01. Definitions. For
all purposes of this Terms Document, except as otherwise expressly provided
or
unless the context otherwise requires:
(a) the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;
(b) all
other terms used herein which are defined in the Amended and Restated BAseries
Indenture Supplement, dated as of June 10, 2006 (the “Indenture
Supplement”), between the Issuer and the Indenture Trustee, or the Second
Amended and Restated Indenture, dated as of October 20, 2006 (the
“Indenture”), between the Issuer and the Indenture Trustee, as
acknowledged and accepted by FIA, as Servicer, either directly or by reference
therein, have the meanings assigned to them therein;
(c) all
accounting terms not otherwise defined herein have the meanings assigned to
them
in accordance with generally accepted accounting principles and, except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
means such accounting principles as are generally accepted in the United States
of America at the date of such computation;
(d) all
references in this Terms Document to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions
of
this Terms Document as originally executed;
(e) the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Terms Document as a whole and not to any particular Article, Section
or
other subdivision;
(f) in
the event that any term or provision contained herein shall conflict with or
be
inconsistent with any term or provision contained in the Indenture Supplement
or
the Indenture, the terms and provisions of this Terms Document shall be
controlling;
(g) each
capitalized term defined herein shall relate only to the
Class B(2007-5) Notes and no other tranche of Notes issued by
the Issuer; and
(h) “including”
and words of similar import will be deemed to be followed by “without
limitation.”
“Accumulation
Reserve Funding Period” shall mean, (a) if the Accumulation Period Length is
determined to be one (1) month, there shall be no Accumulation Reserve Funding
Period and (b) otherwise, the period (x) commencing on the earliest to
occur of (i) the Monthly Period beginning three (3) calendar months prior to
the
first Transfer Date for which a budgeted deposit is targeted to be made into
the
Principal Funding sub-Account of the Class B(2007-5) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period
following the first Transfer Date following and including the [__] 2007 Transfer
Date for which the Quarterly Excess Available Funds Percentage is less than
2%,
but in such event the Accumulation Reserve Funding Period shall not be required
to commence earlier than 24 months prior to the Expected Principal Payment
Date,
(iii) the Monthly Period following the first Transfer Date following and
including the [__] 2008 Transfer Date for which the Quarterly Excess Available
Funds Percentage is less than 3%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 18 months prior
to
the Expected Principal Payment Date, and (iv) the Monthly Period following
the
first Transfer Date following and including the [__] 2008 Transfer Date for
which the Quarterly Excess Available Funds Percentage is less than 4%, but
in
such event the Accumulation Reserve Funding Period shall not be required to
commence earlier than 16 months prior to the Expected Principal Payment Date
and
(y) ending on the close of business on the last day of the Monthly Period
preceding the earlier to occur of (i) the Expected Principal Payment Date
for the Class B(2007-5) Notes and (ii) the date on which the Class
B(2007-5) Notes are paid in full.
“Base
Rate” means, with respect to any Monthly Period, the sum of (i) the
Weighted Average Interest Rates for the Outstanding BAseries Notes,
(ii) the Net Servicing Fee Rate (as such term is defined in the Series
2001-D Supplement) and (iii) so long as FIA or The Bank of New York is the
Servicer, the Servicer Interchange Rate, in each case, for such Monthly
Period.
“BAseries
Servicer Interchange” means, with respect to any Monthly Period, an amount
equal to the product of (a) the Servicer Interchange (as such term is
defined in the Series 2001-D Supplement) with respect to such Monthly Period
and
(b) a fraction the numerator of which is the Weighted Average Available
Funds Allocation Amount for the BAseries for such Monthly Period and the
denominator of which is the Weighted Average Available Funds Allocation Amount
for all series of Notes for such Monthly Period.
“Calculation
Agent” is defined in Section 2.04(a).
“Class
B(2007-5) Note” means any Note, substantially in the form set forth in
Exhibit A-2 to the Indenture Supplement, designated therein as a Class
B(2007-5) Note and duly executed and authenticated in accordance with the
Indenture.
“Class
B(2007-5) Noteholder” means a Person in whose name a Class B(2007-5) Note is
registered in the Note Register.
“Class
B(2007-5) Termination Date” means the earliest to occur of (a) the
Principal Payment Date on which the Outstanding Dollar Principal Amount of
the
Class B(2007-5) Notes is paid in full, (b) the Legal Maturity
Date and (c) the date on which the Indenture is discharged and satisfied
pursuant to Article VI thereof.
“Class
B Required Subordinated Amount of Class C Notes” is defined in Section
2.02(b).
“Controlled
Accumulation Amount” means $22,916,666.67; provided, however,
if the Accumulation Period Length is determined to be less than twelve (12)
months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the
Controlled Accumulation Amount shall be the amount specified in the definition
of “Controlled Accumulation Amount” in the Indenture Supplement.
“Excess
Available Funds Percentage” means, with respect to any Transfer Date, the
amount, if any, by which the Portfolio Yield for the preceding Monthly Period
exceeds the Base Rate for such Monthly Period.
“Expected
Principal Payment Date” means October 15, 2009.
“Initial
Dollar Principal Amount” means $275,000,000.
“Interest
Payment Date” means the fifteenth day of each month, or if such fifteenth
day is not a Business Day, the next succeeding Business Day, commencing November
15, 2007.
“Interest
Period” means, with respect to any Interest Payment Date, the period from
and including the previous Interest Payment Date (or in the case of the initial
Interest Payment Date, from and including the Issuance Date) through the day
preceding such Interest Payment Date.
“Issuance
Date” means October 11, 2007.
“Legal
Maturity Date” means March 15, 2012.
“LIBOR”
means, for any Interest Period, the London interbank offered rate for one-month
United States dollar deposits or, for the first Interest Period, the rate that
corresponds to the actual number of days in the first Interest Period determined
by the Calculation Agent on the LIBOR Determination Date for that Interest
Period in accordance with the provisions of Section 2.04.
“LIBOR
Determination Date” means October 9, 2007 for the period from and
including the Issuance Date to but excluding November 15, 2007, and for each
Interest Period thereafter, the second London Business Day prior to the Interest
Payment Date on which such Interest Period commences.
“London
Business Day” means any Business Day on which dealings in deposits in United
States Dollars are transacted in the London interbank market.
“Note
Interest Rate” means a per annum rate equal to 0.60% in excess of LIBOR as
determined by the Calculation Agent on the related LIBOR Determination Date
with
respect to each Interest Period.
“Paying
Agent” means The Bank of New York.
“Portfolio
Yield” means, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is (a) the amount of
Available Funds allocated to the BAseries pursuant to Section 501 of the
Indenture, plus (b) any Interest Funding sub-Account Earnings on the
related Transfer Date, plus (c) any amounts to be treated as BAseries
Available Funds pursuant to Sections 3.20(d) and 3.27(a) of the
Indenture Supplement, plus (d) the BAseries Servicer Interchange for such
Monthly Period, minus (e) the excess, if any, of the sum of the PFA
Prefunding Earnings Shortfall plus the PFA Accumulation Earnings Shortfall
over
the sum of the aggregate amount to be treated as BAseries Available Funds for
such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a)
of the Indenture Supplement plus any other amounts applied to cover earnings
shortfalls on amounts in the Principal Funding sub-Account for any tranche
of
BAseries Notes for such Monthly Period, minus (f) the BAseries Investor
Default Amount for such Monthly Period, and the denominator of which is the
Weighted Average Available Funds Allocation Amount for the BAseries for such
Monthly Period.
“Predecessor
Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated
and delivered under Section 306 of the Indenture in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as
the
mutilated, lost, destroyed or stolen Note.
“Quarterly
Excess Available Funds Percentage” means, with respect to the March 2008
Transfer Date and each Transfer Date thereafter, the percentage equivalent
of a
fraction the numerator of which is the sum of the Excess Available Funds
Percentages with respect to the immediately preceding three Monthly Periods
and
the denominator of which is three.
“Record
Date” means, for any Transfer Date, the last Business Day of the preceding
Monthly Period.
“Reference
Banks” means four major banks in the London interbank market selected by the
Beneficiary.
“Required
Accumulation Reserve sub-Account Amount” means, with respect to any Monthly
Period during the Accumulation Reserve Funding Period, an amount equal to
(i) 0.5% of the Outstanding Dollar Principal Amount of the Class B(2007-5)
Notes as of the close of business on the last day of the preceding Monthly
Period or (ii) any other amount designated by the Issuer; provided,
however, that if such designation is of a lesser amount,
the
Note
Rating Agencies shall have provided prior written confirmation that a Ratings
Effect will not occur with respect to such change.
“Reuters
Screen LIBOR01 Page” means the display page currently so designated on the
Reuters Monitor Money Rates (or such other page as may replace that page on
that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying comparable rates or prices).
“Servicer
Interchange Rate” means, for any Monthly Period, the percentage equivalent
of a fraction, the numerator of which is the BAseries Servicer Interchange
for
such Monthly Period, and the denominator of which is the Weighted Average
Available Funds Allocation Amount for the BAseries for such Monthly
Period.
“Stated
Principal Amount” means $275,000,000.
“Weighted
Average Interest Rates” means, with respect to any Outstanding Notes of a
class or tranche of the BAseries, or of all of the Outstanding Notes of the
BAseries, on any date, the weighted average (weighted based on the Outstanding
Dollar Principal Amount of the related Notes on such date) of the following
rates of interest:
(a) in
the case of a tranche of Dollar Interest-bearing Notes with no Derivative
Agreement for interest, the rate of interest applicable to that tranche on
that
date;
(b) in
the case of a tranche of Discount Notes, the rate of accretion (converted to
an
accrual rate) of that tranche on that date;
(c) in
the case of a tranche of Notes with a payment due under a Performing Derivative
Agreement for interest, the rate at which payments by the Issuer to the
applicable Derivative Counterparty accrue on that date (prior to the netting
of
such payments, if applicable); and
(d) in
the case of a tranche of Notes with a non-Performing Derivative Agreement for
interest, the rate specified for that date in the related terms
document.
Section
1.02. Governing Law;
Submission to Jurisdiction; Agent for Service of Process. This
Terms Document shall be governed by and construed in accordance with the laws
of
the State of Delaware, without regard to principles of conflict of
laws. The parties hereto declare that it is their intention that this
Terms Document shall be regarded as made under the laws of the State of Delaware
and that the laws of said State shall be applied in interpreting its provisions
in all cases where legal interpretation shall be required. Each of
the parties hereto agrees (a) that this Terms Document involves at least
$100,000.00, and (b) that this Terms Document has been entered into by the
parties hereto in express reliance upon 6 DEL. C.§ 2708. Each
of the parties hereto hereby irrevocably and unconditionally agrees (a) to
be
subject to the jurisdiction of the courts of the State of Delaware and of the
federal courts sitting in the State of Delaware, and (b)(1) to the extent such
party is not otherwise subject to service of process in the State of Delaware,
to appoint and maintain an agent in the State of Delaware as such party’s agent
for acceptance of legal process, and (2) that, to the fullest extent permitted
by applicable
law,
service of process may also be made on such party by prepaid certified mail
with
a proof of mailing receipt validated by the United States Postal Service
constituting evidence of valid service, and that service made pursuant to (b)(1)
or (2) above shall, to the fullest extent permitted by applicable law, have
the
same legal force and effect as if served upon such party personally within
the
State of Delaware.
Section
1.03. Counterparts. This
Terms Document may be executed in any number of counterparts, each of which
so
executed will be deemed to be an original, but all such counterparts will
together constitute but one and the same instrument.
Section
1.04. Ratification of
Indenture and Indenture Supplement. As supplemented by this Terms
Document, each of the Indenture and the Indenture Supplement is in all respects
ratified and confirmed and the Indenture as so supplemented by the Indenture
Supplement as so supplemented and this Terms Document shall be read, taken
and
construed as one and the same instrument.
[END
OF ARTICLE I]
ARTICLE
II
The
Class B(2007-5) Notes
Section
2.01. Creation and
Designation. There is hereby created a tranche of BAseries Class
B Notes to be issued pursuant to the Indenture and the Indenture Supplement
to
be known as the “BAseries Class B(2007-5) Notes.”
Section
2.02. Specification of
Required Subordinated Amount and other Terms.
(a) Notwithstanding
any provision of Section 2.03 of the Indenture Supplement to the
contrary, on any date of determination, the available subordinated amount of
Class C Notes for the Class B(2007-5) Notes shall be at least equal to the
Class
B Required Subordinated Amount of Class C Notes for the Class B(2007-5)
Notes. For purposes of this clause, the available subordinated amount
of Class C Notes for the Class B(2007-5) Notes as of any date will be an amount
equal to, after giving effect to any issuances, deposits, allocations,
reallocations or payments to be made on that date:
(i) the
aggregate Nominal Liquidation Amount of all tranches of Class C Notes which
are Outstanding on that date; minus
(ii) the
sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes
for all other tranches of Class B Notes which are Outstanding on that date
plus
(B) the aggregate 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.
(b) (i) For
the Class B(2007-5) Notes for any date of determination, the Class B Required
Subordinated Amount of Class C Notes will be an amount equal to the product
of
(A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2007-5)
Notes on such date, times (B) the sum of:
(A) a
fraction, the numerator of which is the aggregate Class A Required Subordinated
Amount of Class C Notes for all tranches of Class A Notes which are Outstanding
on that date, for which the Class A Required Subordinated Amount of Class B
Notes is greater than zero and the denominator of which is the aggregate
Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes
(including the Class B(2007-5) Notes) which are Outstanding on that date;
plus
(B) the
product of:
(1) 6.95187%;
times
(2) a
fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar
Principal Amount for all tranches of Class B Notes (including the Class
B(2007-5) Notes) which are Outstanding on that date minus the aggregate Class
A
Required Subordinated Amount of Class B Notes for all tranches of Class
A
Notes
which are Outstanding on that date, and the denominator of which is the
aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of
Class
B Notes (including the Class B(2007-5) Notes) which are Outstanding on that
date.
(ii) If
an Early Redemption Event with respect to the Class B(2007-5) Notes shall have
occurred, if an Event of Default and acceleration of the Class B(2007-5) Notes
shall have occurred or if the Class B Usage of the Class C Required Subordinated
Amount for the Class B(2007-5) Notes is greater than zero, on any date of
determination following any such event, the Class B Required Subordinated Amount
of Class C Notes for the Class B(2007-2) Notes shall be the greater of (i)
the
amount determined pursuant to subsection 2.02(b)(i) on such date of
determination and (ii) the amount determined pursuant to subsection
2.02(b)(i) as of close of business on the day immediately preceding the
occurrence of such Early Redemption Event, such Event of Default and
acceleration or the date on which the Class B Usage of Class C Required
Subordinated Amount exceeded zero.
(c) The
Issuer may change the definition of the Class B Required Subordinated Amount
of
Class C Notes with respect to the Class B(2007-5) Notes without the consent
of
any Noteholder so long as the Issuer has (i) received written confirmation
from
each Note Rating Agency that has rated any Outstanding Notes of the BAseries
that the change in such definition will not result in a Ratings Effect with
respect to any Outstanding Class B(2007-5)
Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies
a
Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such
change.
Section
2.03. Interest
Payment.
(a) For
each Interest Payment Date, the amount of interest due with respect to the
Class
B(2007-5) Notes shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the Note
Interest Rate in effect with respect to the related Interest Period,
times (ii) the Outstanding Dollar Principal Amount of the Class
B(2007-5) Notes determined as of the Record Date preceding the related Transfer
Date. Interest on the Class B(2007-5) Notes will be calculated on the
basis of the actual number of days in the related Interest Period and a 360-day
year.
(b) Pursuant
to Section 3.03 of the Indenture Supplement, on each Transfer Date, the
Indenture Trustee shall deposit into the Class B(2007-5) Interest Funding
sub-Account the portion of BAseries Available Funds allocable to the Class
B(2007-5) Notes.
Section
2.04. Calculation Agent;
Determination of LIBOR.
(a) The
Issuer hereby agrees that for so long as any Class B(2007-5) Notes are
Outstanding, there shall at all times be an agent appointed to calculate LIBOR
for each Interest Period (the “Calculation Agent”). The Issuer
hereby initially appoints the Indenture Trustee as the Calculation Agent for
purposes of determining LIBOR for each Interest Period. The
Calculation Agent may be removed by the Issuer at any time. If the
Calculation Agent is unable or unwilling to act as such or is removed by the
Issuer, or if the Calculation Agent fails to
determine
LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement
Calculation Agent that does not control or is not controlled by or under common
control with the Issuer or its Affiliates. The Calculation Agent may
not resign its duties, and the Issuer may not remove the Calculation Agent,
without a successor having been duly appointed.
(b) On
each LIBOR Determination Date, the Calculation Agent shall determine LIBOR
on
the basis of the rate for deposits in United States dollars for a one-month
period which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London
time, on such date (or, for the first Interest Period, the rate that corresponds
to the actual number of days in the first Interest Period). If such
rate does not appear on Reuters Screen LIBOR01 Page, the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period. The Calculation Agent shall
request the principal London office of each of the Reference Banks to provide
a
quotation of its rate. If at least two such quotations are provided,
the rate for that LIBOR Determination Date shall be the arithmetic mean of
the
quotations. If fewer than two quotations are provided as requested,
the rate for that LIBOR Determination Date will be the arithmetic mean of the
rates quoted by four major banks in New York City, selected by the Beneficiary,
at approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a one-month period.
(c) The
Note Interest Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Indenture Trustee at its
corporate trust office at (212) 815-3247 or such other telephone number as
shall
be designated by the Indenture Trustee for such purpose by prior written notice
by the Indenture Trustee to each Noteholder from time to time.
(d) On
each LIBOR Determination Date, the Calculation Agent shall send to the Indenture
Trustee, the Beneficiary and the Servicer, by facsimile transmission,
notification of LIBOR for the following Interest Period.
Section
2.05. Payments of
Interest and Principal.
(a) Any
installment of interest or principal, if any, payable on any
Class B(2007-5) Note which is punctually paid or duly provided for by the
Issuer and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in whose
name such Class B(2007-5) Note (or one or more Predecessor Notes) is registered
on the Record Date, by wire transfer of immediately available funds to such
Person’s account as has been designated by written instructions received by the
Paying Agent from such Person not later than the close of business on the third
Business Day preceding the date of payment or, if no such account has been
so
designated, by check mailed first-class, postage prepaid to such Person’s
address as it appears on the Note Register on such Record Date, except that
with
respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee.
(b) The
right of the Class B(2007-5) Noteholders to receive payments from the Issuer
will terminate on the first Business Day following the Class B(2007-5)
Termination Date.
Section
2.06. Form of Delivery
of Class B(2007-5) Notes; Depository; Denominations.
(a) The
Class B(2007-5) Notes shall be delivered in the form of a global Registered
Note
as provided in Sections 202 and 301(i) of the Indenture,
respectively.
(b) The
Depository for the Class B(2007-5) Notes shall be The Depository Trust Company,
and the Class B(2007-5) Notes shall initially be registered in the name of
Cede
& Co., its nominee.
(c) The
Class B(2007-5) Notes will be issued in minimum denominations of $5,000 and
multiples of $1,000 in excess of that amount.
Section
2.07. Delivery and
Payment for the Class B(2007-5) Notes. The Issuer shall execute
and deliver the Class B(2007-5) Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Class B(2007-5)
Notes when authenticated, each in accordance with Section 303 of the
Indenture.
Section
2.08. Targeted Deposits
to the Accumulation Reserve Account. The deposit targeted to be
made to the Accumulation Reserve Account for any Monthly Period during the
Accumulation Reserve Funding Period will be an amount equal to the Required
Accumulation Reserve sub-Account Amount.
[END
OF ARTICLE II]
ARTICLE
III
Representations
and Warranties
Section
3.01. Issuer’s
Representations and Warranties. The Issuer makes the following
representations and warranties as to the Collateral Certificate on which the
Indenture Trustee is deemed to have relied in acquiring the Collateral
Certificate. Such representations and warranties speak as of the
execution and delivery of this Terms Document, but shall survive until the
termination of this Terms Document. Such representations and
warranties shall not be waived by any of the parties to this Terms Document
unless the Issuer has obtained written confirmation from each Note Rating Agency
that there will be no Ratings Effect with respect to such waiver.
(a) The
Indenture creates a valid and continuing security interest (as defined in the
Delaware UCC) in the Collateral Certificate in favor of the Indenture Trustee,
which security interest is prior to all other liens, and is enforceable as
such
as against creditors of and purchasers from the Issuer.
(b) The
Collateral Certificate constitutes either an “account,” a “general intangible,”
an “instrument,” or a “certificated security,” each within the meaning of the
Delaware UCC.
(c) At
the time of the transfer and assignment of the Collateral Certificate to the
Indenture Trustee pursuant to the Indenture, the Issuer owned and had good
and
marketable title to the Collateral Certificate free and clear of any lien,
claim
or encumbrance of any Person.
(d) The
Issuer has caused, within ten days of the execution of the Indenture, the filing
of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest in the Collateral Certificate granted to the Indenture Trustee pursuant
to the Indenture.
(e) Other
than the security interest granted to the Indenture Trustee pursuant to the
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the Collateral Certificate. The
Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that include a description of collateral covering
the Collateral Certificate other than any financing statement relating to the
security interest granted to the Indenture Trustee pursuant to the Indenture
or
any financing statement that has been terminated. The Issuer is not
aware of any judgment or tax lien filings against the Issuer.
(f) All
original executed copies of the Collateral Certificate have been delivered
to
the Indenture Trustee.
(g) At
the time of the transfer and assignment of the Collateral Certificate to the
Indenture Trustee pursuant to the Indenture, the Collateral Certificate had
no
marks or notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.
[END
OF ARTICLE III]
IN
WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly
executed, all as of the day and year first above written.
|
BA
CREDIT CARD TRUST,
|
|
by
BA CREDIT CARD FUNDING, LLC,
|
|
as
Beneficiary and not in its individual capacity
|
| |
| |
| |
|
By:
/s/ Keith W.
Landis
|
|
Keith
W. Landis
|
|
Vice
President
|
| |
| |
| |
|
THE
BANK OF NEW YORK, as Indenture Trustee
|
|
and
not in its individual capacity
|
| |
| |
| |
|
By:
/s/ Catherine
Cerilles
|
|
Name:
Catherine Cerilles
|
|
Title:
Vice President
|
| |
[Signature
Page to the Class B(2007-5) Terms Document]