Exhibit
4.1
EXECUTION
COPY
BA
CREDIT CARD TRUST
as
Issuer
CLASS
B(2007-6) TERMS DOCUMENT
dated
as of November 16, 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(2007-6) 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(2007-6) Notes; Depository;
Denominations
|
10
|
| |
|
|
|
Section
2.07.
|
Delivery
and Payment for the Class B(2007-6) 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(2007-6) 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 November 16, 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(2007-6)
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(2007-6) Notes pursuant to Section 3.10(b) of
the Indenture Supplement, (ii) the Monthly Period following the first Transfer
Date following and including the December 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
June 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 August 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(2007-6) Notes and (ii) the date on which the Class
B(2007-6) 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(2007-6) Note”
means any Note, substantially in the form set forth in Exhibit A-2 to
the
Indenture Supplement, designated therein as a Class B(2007-6) Note and duly
executed and authenticated in accordance with the Indenture.
“Class
B(2007-6)
Noteholder” means a Person in whose name a Class B(2007-6) Note is
registered in the Note Register.
“Class
B(2007-6) Termination
Date” means the earliest to occur of (a) the Principal Payment Date
on which the Outstanding Dollar Principal Amount of the Class B(2007-6)
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 $12,500,000.00; 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 November 16, 2009.
“Initial
Dollar Principal
Amount” means $150,000,000.
“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 January 15,
2008.
“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
November 16, 2007.
“Legal
Maturity Date”
means April 16, 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 November 14, 2007 for the period from and including the
Issuance Date to but excluding January 15, 2008, 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 0.51% 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 December 2007 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(2007-6) 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 $150,000,000.
“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(2007-6)
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(2007-6) 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(2007-6) Notes
shall be at least equal to the Class B Required Subordinated Amount of Class
C
Notes for the Class B(2007-6) Notes. For purposes of this clause, the
available subordinated amount of Class C Notes for the Class B(2007-6) 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(2007-6) 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(2007-6)
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(2007-6) 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(2007-6) 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(2007-6) Notes) which are Outstanding on that
date.
(ii) If
an Early Redemption Event with respect to the Class B(2007-6) Notes shall have
occurred, if an Event of Default and acceleration of the Class B(2007-6) Notes
shall have occurred or if the Class B Usage of the Class C Required Subordinated
Amount for the Class B(2007-6) 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(2007-6) 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(2007-6) 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(2007-6)
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(2007-6) 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(2007-6) Notes determined
as
of the Record Date preceding the related Transfer Date. Interest on
the Class B(2007-6) 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(2007-6) Interest Funding sub-Account the portion of
BAseries Available Funds allocable to the Class B(2007-6) Notes.
Section
2.04. Calculation Agent;
Determination of LIBOR.
(a) The
Issuer hereby agrees that for so long as any Class B(2007-6) 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(2007-6) 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(2007-6) 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(2007-6) Noteholders to receive payments from the Issuer
will terminate on the first Business Day following the Class B(2007-6)
Termination Date.
Section
2.06. Form of
Delivery of Class B(2007-6) Notes; Depository;
Denominations.
(a) The
Class B(2007-6) 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(2007-6) Notes shall be The Depository Trust Company,
and the Class B(2007-6) Notes shall initially be registered in the name of
Cede
& Co., its nominee.
(c) The
Class B(2007-6) 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(2007-6) Notes. The Issuer shall
execute and deliver the Class B(2007-6) Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Class B(2007-6)
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(2007-6) Terms Document]