10-K: Annual report pursuant to Section 13 and 15(d)
Published on September 19, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
10-K
_________________
(Mark
One)
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the fiscal year ended: June 30, 2007
or
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
transition period
|
Commission
File Number of issuing entity: 333-141948-02
BA
CREDIT CARD TRUST*
|
Commission
File Number of issuing entity: 333-141948-01
BA
MASTER CREDIT CARD TRUST II
|
|
(Exact
name of issuing entity as specified in its charter)
(Issuer
of the Notes)
|
(Exact
name of issuing entity as specified in its charter)
(Issuer
of the Collateral
Certificate)
|
______________
Commission
File Number of depositor: 333-141948
BA CREDIT CARD FUNDING, LLC
BA CREDIT CARD FUNDING, LLC
(Exact
name of depositor as specified in its charter)
FIA
CARD SERVICES, NATIONAL ASSOCIATION
(Exact
name of sponsor as specified in its charter)
______________
|
Delaware
|
Delaware
|
|
(State
or other jurisdiction of incorporation
or
organization of the issuing entity)
|
(State
or other jurisdiction of incorporation
or
organization of the issuing entity)
|
|
c/o
BA Credit Card Funding, LLC
214
North Tryon Street
Charlotte,
NC 28255
|
c/o
BA Credit Card Funding, LLC
214
North Tryon Street
Charlotte,
NC 28255
|
|
(Address
of principal executive offices
of
issuing entity)
|
(Address
of principal executive offices
of
issuing entity)
|
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(704)
683-4915
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(704)
683-4915
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|
(Telephone
number, including area code)
|
(Telephone
number, including area code)
|
|
N/A
|
N/A
|
|
(I.R.S.
Employer Identification No.)
|
(I.R.S.
Employer Identification No.)
|
|
N/A
|
N/A
|
|
(Former
name, former address, if changed since last
report)
|
(Former
name, former address, if changed since last
report)
|
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
Registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant
to
Section 13 or Section 15(d) of the
Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. x Yes ¨ No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part II of the Form 10-K or any amendment to
this
Form 10-K. x [Item 405 of
Regulation
S-K is not applicable.]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ¨ No x
Registrant
has no voting or non-voting common equity outstanding held by
non-affiliates.
|
*
|
In
accordance with relevant regulations of the Securities and Exchange
Commission, the depositor files annual and other reports with the
Commission on behalf of BA Credit Card Trust and BA Master Credit
Card
Trust II under the Central Index Key (CIK) number (0001128250)
for BA
Credit Card Trust.
|
PART
I
The
following Items have been omitted in accordance with General Instruction
J to
Form 10–K:
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Item 1:
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Business.
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Item 1A:
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Risk
Factors.
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|
Item
2:
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Properties.
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|
Item
3:
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Legal
Proceedings.
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|
Item
4:
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Submission
of Matters to a Vote of Security
Holders.
|
Item 1B.
Unresolved Staff Comments.
Not
Applicable.
Substitute
information provided in accordance with General Instruction J to Form
10–K:
Item 1112(b)
of Regulation AB. Significant Obligors of Pool Assets (Financial
Information).
The
primary asset of BA Credit Card Trust is the collateral certificate, Series
2001-D, representing an undivided interest in BA Master Credit Card Trust
II,
whose assets include the receivables arising in a portfolio of unsecured
consumer revolving credit card accounts. BA Master Credit Card Trust II,
therefore, may be considered a significant obligor in relation to BA Credit
Card
Trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the
information required by Instruction J to Form 10-K in respect of BA Master
Credit Card Trust II has been disclosed in this report on Form 10-K in lieu
of
the information otherwise contemplated by Item 1112(b).
The
pool assets held by BA Master Credit Card Trust II do not include any
significant obligors.
Item 1114(b)(2)
of Regulation AB: Credit Enhancement and Other Support, Except for Certain
Derivatives Instruments (Financial Information).
Based
on the standards set forth in Item 1114(b)(2) of Regulation AB, no
information is required in response to this Item.
Item 1115(b)
of Regulation AB: Certain Derivatives Instruments (Financial
Information).
Based
on the standards set forth in Item 1115(b) of Regulation AB, no information
is required in response to this Item.
Item 1117
of Regulation AB: Legal Proceedings.
Industry
Developments
FIA
Card Services, National Association (“FIA”) issues credit cards on MasterCard’s
and Visa’s networks. MasterCard and Visa are facing significant
litigation and increased competition. In 2003, MasterCard and Visa
settled a suit by Wal-Mart and other merchants who claimed that MasterCard
and
Visa unlawfully tied acceptance of debit cards to acceptance of credit
cards. Under the settlement MasterCard and Visa are required to,
among other things, allow merchants to accept MasterCard or Visa branded
credit
cards without accepting their debit cards (and vice versa), reduce the prices
charged to merchants for off-line signature debit transactions for a period
of
time, and pay amounts totaling $3.05 billion into a settlement
fund. MasterCard and Visa are also parties to suits in various state
courts mirroring the allegations brought by Wal-Mart and the other
merchants.
In
October 2004, the United States Supreme Court let stand a federal court decision
in a suit brought by the U.S. Department of Justice, in which MasterCard
and
Visa rules prohibiting banks that issue cards on MasterCard and Visa networks
from issuing cards on other networks (the “association rules”) were found to
have violated federal antitrust laws. This decision effectively
permits banks that issue cards on Visa’s or MasterCard’s networks, such as FIA
and Bank of America Corporation’s other banking subsidiaries, to issue cards on
competitor networks. Discover and American Express have initiated
separate civil lawsuits against MasterCard and Visa claiming substantial
damages
stemming from the association rules. MasterCard and Visa are also
parties to suits alleging that MasterCard’s and Visa’s currency conversion
practices are unlawful.
The
costs associated with these and other matters could cause MasterCard and
Visa to
invest less in their networks and marketing efforts and could adversely affect
the interchange paid to their member banks, including FIA.
2
Litigation
Bank
of America Corporation and certain
of its subsidiaries are defendants in actions filed on behalf of a putative
class of retail merchants that accept Visa and MasterCard payment
cards. The first of these actions was filed in June
2005. On April 24, 2006, putative class plaintiffs filed a First
Consolidated and Amended Class Action Complaint. Plaintiffs therein
allege that the defendants conspired to fix the level of interchange and
merchant discount fees and that certain other practices, including various
Visa
and MasterCard rules, violate federal and California antitrust
laws. On May 22, 2006, the putative class plaintiffs filed a
supplemental complaint against many of the same defendants, including Bank
of
America Corporation and certain of its subsidiaries, alleging additional
federal
antitrust claims and a fraudulent conveyance claim under New York Debtor
and
Creditor Law, all arising out of MasterCard’s 2006 initial public
offering. The putative class plaintiffs seek unspecified treble
damages and injunctive relief. Additional defendants in the putative
class actions include Visa, MasterCard, and other financial
institutions.
The
putative class actions are
coordinated for pre-trial proceedings in the U.S. District Court for the
Eastern
District of New York, together with additional, individual actions brought
only
against Visa and MasterCard, under the caption In Re Payment Card
Interchange Fee and Merchant Discount Anti-Trust
Litigation. Motions to dismiss portions of the First
Consolidated and Amended Class Action Complaint and the supplemental complaint
are pending.
PART
II
The
following Items have been omitted in accordance with General Instruction
J to
Form 10–K:
|
Item 5:
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|
|
Item 6:
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Selected
Financial Data.
|
|
Item 7:
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
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Item 7A:
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Quantitative
and Qualitative Disclosures about Market Risk.
|
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Item 8:
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Financial
Statements and Supplementary Data.
|
|
Item 9:
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
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Item 9A:
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Controls
and Procedures.
|
Item 9B:
Other Information.
None.
PART
III
The
following Items have been omitted in accordance with General Instruction
J to
Form 10–K:
|
Item 10:
|
Directors,
Executive Officers and Corporate Governance.
|
|
Item
11:
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Executive
Compensation.
|
|
Item
12:
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
|
Item
13:
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
|
Item
14:
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Principal
Accountant Fees and Services.
|
Substitute
information provided in accordance with General Instruction J to Form
10–K:
Item 1119
of Regulation AB: Affiliations and Certain Relationships and Related
Transactions.
Information
required by Item 1119 of Regulation AB has been omitted from this report on
Form 10-K in reliance on the Instruction to Item 1119.
Item 1122
of Regulation AB: Compliance with Applicable Servicing
Criteria.
(a)
Item 1122 Reports: Each of FIA, for itself and on behalf of its
affiliated servicing participants, and The Bank of New York (each, a “Servicing
Participant”) has been identified by the registrant as a party participating in
the servicing function with respect to the pool assets held by each of BA
Master
Credit Card Trust II and BA Credit Card Trust. Each Servicing
Participant has completed one or more reports on assessment of compliance
with
the servicing criteria applicable to such Servicing Participant (each, a
“Report
on Assessment”), which Reports on Assessment are attached as exhibits to this
Form 10-K. In addition, each of the Servicing Participants has
provided an attestation report (each, an “Attestation Report”)
3
by
a registered independent public accounting firm regarding its related Report
on
Assessment. Each Attestation Report is attached as an exhibit to this
Form 10-K.
FIA
has engaged certain vendors, none of whom are considered a “servicer” as defined
in Item 1101(j) of Regulation AB, to perform specific and limited activities
that address a portion of one servicing criterion applicable to
FIA. FIA has instituted policies and procedures to monitor whether
such vendors’ activities comply in all material respects with such servicing
criterion, and has elected to take responsibility for assessing compliance
with
the servicing criterion applicable to such vendors’ activities in FIA’s Report
on Assessment.
Except
as disclosed below, no Report on Assessment or related Attestation Report
has
identified (i) any material instance of noncompliance with the servicing
criteria identified in such Report on Assessment as applicable to the related
Servicing Participant or (ii) in the case of FIA, any material deficiency
in
FIA’s policies and procedures to monitor vendor compliance.
Exceptions:
The
Bank of New York: The Bank of New York has completed two Reports
on Assessment and related Attestation Reports that, together, address the
period
covered by this Form 10-K: (i) a Report on Assessment as of, and for
the twelve months ended, March 31, 2007, together with an Attestation Report
by
Ernst & Young LLP, and (ii) a Report on Assessment as of, and for the six
months ended, June 30, 2007, together with an Attestation Report by KPMG
LLP.
The
Bank of New York’s Report on Assessment as of, and for the six months ended,
June 30, 2007 and the related Attestation Report prepared by KPMG LLP have
identified material noncompliance with one servicing criterion applicable
to The
Bank of New York. Specifically, with regard to servicing criterion
1122(d)(2)(i) (which contemplates that payments on pool assets are deposited
into the appropriate custodial bank accounts and related bank clearing accounts
within the time frames specified in the transaction agreements), collections
received on assets relating to certain series of securities were deposited
into
a general account held by the indenture trustee for such series and remitted
directly to the investors in such series rather than through a segregated
account relating specifically to such series as required by the related
transaction documents. The Bank of New York indicates that the
segregated account relating to each series of securities was established
by the
indenture trustee during the period covered by the Report on Assessment,
but
such accounts were not utilized in all instances by the indenture trustee
as
stated above.
The
Bank of New York further indicates in its Report on Assessment (i) that all
collections were properly allocated by the indenture trustee to the related
series of securities and timely remitted to the investors in such series,
and
(ii) that procedures have been established and are currently being enforced
so
that collections are deposited into the general account and then transferred
to
the segregated account for the related series of securities within the
applicable time frames, and then remitted to the investors in such series
in
accordance with the related transaction documents. We have not
independently verified the accuracy of The Bank of New York’s assertions or the
adequacy of its remediation efforts.
Platform-Level
Reports:
Regulations
of the Securities and Exchange Commission (the “SEC”) require that each
servicing participant complete a report on assessment at a “platform” level,
meaning that the transactions covered by the report on assessment should
include
all asset-backed securities transactions involving such servicing participant
that are backed by the same asset type. More recent guidance from the
SEC staff identifies additional parameters that a servicing participant may
apply to define and further limit its platform. For example, a
servicing participant may define its platform to include only transactions
that
were completed on or after January 1, 2006 (the effective date for Regulation
AB) and that were registered with the SEC pursuant to the Securities Act
of
1933. Each servicing participant is responsible for defining its own
platform, and each platform will naturally differ based on various factors,
including the servicing participant’s business model, the transactions in which
it is involved and the range of activities performed in those
transactions.
(b)
Other Reports: FIA has completed an assertion letter which
states that, as of June 30, 2007, its controls over the functions performed
as
servicer of BA Master Credit Card Trust II and BA Credit Card Trust are
effective in providing reasonable assurance that BA Master Credit Card Trust
II
and BA Credit Card Trust assets are safeguarded against loss from unauthorized
use or disposition and that the servicing of such assets was conducted in
conformity with the agreements identified in such letter and recorded properly
to permit the preparation of the required financial
reports. PricewaterhouseCoopers LLP has produced a report attesting
to the fairness of such assertion as of June 30, 2007. Such
assertion letter and related accountants report is attached as Exhibit 99.1
to
this Form 10-K.
4
Item 1123
of Regulation AB: Servicer Compliance Statement.
Each
of FIA, MBNA Technology, Inc. (“MBNA Technology”), Banc of America Card
Servicing Corporation (“BACSC”) and, for the period commencing July 1, 2006
through October 20, 2006, Bank of America, National Association (USA) (“BANA
(USA)”) has been identified by the registrant as a servicer with respect to the
pool assets held by each of BA Master Credit Card Trust II and BA Credit
Card
Trust. Each of FIA, MBNA Technology and BACSC has provided a
statement of compliance with the related servicing agreement (each, a
“Compliance Statement”), in each case signed by an authorized officer of the
related servicer. The Compliance Statement of FIA also addresses
compliance by BANA (USA) with the related servicing agreement for the period
commencing July 1, 2006 through October 20, 2006, the date on which BANA
(USA) merged with and into FIA. Each Compliance Statement is attached
as an exhibit to this Form 10-K.
5
PART
IV
Item 15.
Exhibits and Financial Statement Schedules.
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(a)(1)
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Not
Applicable.
|
|
|
(a)(2)
|
Not
Applicable.
|
|
|
(a)(3)
|
Not
Applicable.
|
|
|
(b)
|
Exhibits
|
|
|
|
|
Exhibit
|
|
|
Number
|
Description
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|
3.1
|
Composite
Articles of Association of FIA Card Services, National Association
(included in Exhibit 3.1 to the registrant’s Form 8-K, as filed with the
Securities and Exchange Commission on June 13, 2006, which is incorporated
herein by reference).
|
|
3.2
|
Composite
Bylaws of FIA Card Services, National Association (included in
Exhibit 3.2
to the registrant’s Form 8-K, as filed with the Securities and Exchange
Commission on June 13, 2006, which is incorporated herein by
reference).
|
|
4.1
|
Second
Amended and Restated Pooling and Servicing Agreement, dated as
of October
20, 2006 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on October 20, 2006,
which is
incorporated herein by reference).
|
|
4.2
|
Second
Amended and Restated Series 2001-D Supplement to Amended and Restated
Pooling and Servicing Agreement, dated as of October 20, 2006 (included
in
Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 20, 2006, which is incorporated
herein by
reference).
|
|
4.3
|
BA
Credit Card Trust Third Amended and Restated Trust Agreement, dated
as of
October 20, 2006 (included in Exhibit 4.5 to the registrant’s Form 8-K, as
filed with the Securities and Exchange Commission on October 20,
2006,
which is incorporated herein by reference).
|
|
4.4
|
Second
Amended and Restated Indenture, dated as of October 20, 2006 (included
in
Exhibit 4.6 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 20, 2006, which is incorporated
herein by
reference).
|
|
4.5
|
Amended
and Restated BAseries Indenture Supplement, dated as of June 10,
2006
(included in Exhibit 4.5 to the registrant’s Form 8-K, as filed with the
Securities and Exchange Commission on June 13, 2006, which is incorporated
herein by reference).
|
|
4.6.1
|
Class
C(2001-3) Terms Document, dated as of July 25, 2001 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2001, which is incorporated herein
by
reference).
|
|
4.6.2
|
Class
A(2001-2) Terms Document, dated as of July 26, 2001 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2001, which is incorporated herein
by
reference).
|
|
4.6.3
|
First
Amendment to Class A(2001-2) Terms Document, dated as of August
8, 2001
(included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the
Securities and Exchange Commission on August 14, 2001, which is
incorporated herein by reference).
|
|
4.6.4
|
Class
A(2001-3) Terms Document, dated as of August 8, 2001 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 14, 2001, which is incorporated
herein by
reference).
|
| 4.6.5 | Class B(2001-2) Terms Document, dated as of September 6, 2001 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 12, 2001, which is incorporated herein by reference). |
6
|
4.6.6
|
Class
C(2001-4) Terms Document, dated as of September 6, 2001 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 12, 2001, which is incorporated
herein by
reference).
|
|
4.6.7
|
Class
A(2001-5) Terms Document, dated as of November 8, 2001 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 14, 2001, which is incorporated
herein by
reference).
|
|
4.6.8
|
Class
C(2001-5) Terms Document, dated as of December 11, 2001 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 14, 2002, which is incorporated
herein by
reference).
|
|
4.6.9
|
Class
A(2002-1) Terms Document, dated as of January 31, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 14, 2002, which is incorporated
herein by
reference).
|
|
4.6.10
|
Class
B(2002-1) Terms Document, dated as of February 28, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.11
|
Class
C(2002-1) Terms Document, dated as of February 28, 2002 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.12
|
Class
A(2002-3) Terms Document, dated as of April 24, 2002 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.13
|
Class
A(2002-4) Terms Document, dated as of May 9, 2002 (included in
Exhibit 4.1
to the registrant’s Form 8-K, as filed with the Securities and Exchange
Commission on June 14, 2002, which is incorporated herein by
reference).
|
|
4.6.14
|
Class
A(2002-5) Terms Document, dated as of May 30, 2002 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.15
|
Class
B(2002-2) Terms Document, dated as of June 12, 2002 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 15, 2002, which is incorporated herein
by
reference).
|
|
4.6.16
|
Class
C(2002-3) Terms Document, dated as of June 12, 2002 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 15, 2002, which is incorporated herein
by
reference).
|
|
4.6.17
|
Class
A(2002-8) Terms Document, dated as of July 31, 2002 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.18
|
Class
A(2002-9) Terms Document, dated as of July 31, 2002 (included in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2002, which is incorporated herein
by reference).
|
|
4.6.19
|
Class
C(2002-4) Terms Document, dated as of August 29, 2002 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 13, 2002, which is incorporated
herein by
reference).
|
|
4.6.20
|
Class
A(2002-10) Terms Document, dated as of September 19, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 18, 2002, which is incorporated
herein by
reference).
|
|
4.6.21
|
Class
B(2002-4) Terms Document, dated as of October 29, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 19, 2002, which is incorporated
herein by
reference).
|
|
4.6.22
|
Class
C(2002-6) Terms Document, dated as of October 29, 2002 (included
in
Exhibit 4.2 to the registrant’s Form
|
7
| 8-K, as filed with the Securities and Exchange Commission on November 19, 2002, which is incorporated herein by reference). | |
|
4.6.23
|
Class
C(2002-7) Terms Document, dated as of October 29, 2002 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 19, 2002, which is incorporated
herein by
reference).
|
|
4.6.24
|
Class
A(2002-13) Terms Document, dated as of December 18, 2002 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 24, 2003, which is incorporated
herein by
reference).
|
|
4.6.25
|
Class
C(2003-1) Terms Document, dated as of February 4, 2003 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.26
|
Class
C(2003-2) Terms Document, dated as of February 12, 2003 (included
in
Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.27
|
Class
B(2003-1) Terms Document, dated as of February 20, 2003 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.28
|
Class
A(2003-1) Terms Document, dated as of February 27, 2003 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.29
|
Class
A(2003-3) Terms Document, dated as of April 10, 2003 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.30
|
Class
A(2003-4) Terms Document, dated as of April 24, 2003 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.31
|
Class
C(2003-3) Terms Document, dated as of May 8, 2003 (included in
Exhibit 4.1
to the registrant’s Form 8-K, as filed with the Securities and Exchange
Commission on June 16, 2003, which is incorporated herein by
reference).
|
|
4.6.32
|
Class
A(2003-6) Terms Document, dated as of June 4, 2003 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.33
|
Class
B(2003-2) Terms Document, dated as of June 12, 2003 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.34
|
Class
C(2003-5) Terms Document, dated as of July 2, 2003 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2003, which is incorporated herein
by reference).
|
|
4.6.35
|
Class
A(2003-7) Terms Document, dated as of July 8, 2003 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.36
|
Class
C(2003-6) Terms Document, dated as of July 30, 2003 (included in
Exhibit
4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.37
|
Class
A(2003-8) Terms Document, dated as of August 5, 2003 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.38
|
Class
B(2003-3) Terms Document, dated as of August 20, 2003 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 15, 2003, which is incorporated
herein by
reference).
|
8
|
4.6.39
|
Class
A(2003-9) Terms Document, dated as of September 24, 2003 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 16, 2003, which is incorporated
herein by
reference).
|
|
4.6.40
|
Class
B(2003-5) Terms Document, dated as of October 2, 2003 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 17, 2003, which is incorporated
herein by
reference).
|
|
4.6.41
|
Class
A(2003-10) Terms Document, dated as of October 15, 2003 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 17, 2003, which is incorporated
herein by
reference).
|
|
4.6.42
|
Class
C(2003-7) Terms Document, dated as of November 5, 2003 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.43
|
Class
A(2003-11) Terms Document, dated as of November 6, 2003 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.44
|
Class
A(2003-12) Terms Document, dated as of December 18, 2003 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 19, 2003, which is incorporated
herein by
reference).
|
|
4.6.45
|
Class
A(2004-2) Terms Document, dated as of February 25, 2004 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 25, 2004, which is incorporated
herein by
reference).
|
|
4.6.46
|
Class
C(2004-1) Terms Document, dated as of March 16, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 16, 2004, which is incorporated herein
by
reference).
|
|
4.6.47
|
Class
A(2004-3) Terms Document, dated as of March 17, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2004, which is incorporated herein
by
reference).
|
|
4.6.48
|
Class
B(2004-1) Terms Document, dated as of April 1, 2004 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 1, 2004, which is incorporated herein
by
reference).
|
|
4.6.49
|
Class
A(2004-4) Terms Document, dated as of April 15, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 15, 2004, which is incorporated herein
by
reference).
|
|
4.6.50
|
Class
A(2004-6) Terms Document, dated as of June 17, 2004 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 17, 2004, which is incorporated herein
by
reference).
|
|
4.6.51
|
Class
C(2004-2) Terms Document, dated as of July 1, 2004 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 1, 2004, which is incorporated herein by
reference).
|
|
4.6.52
|
Class
A(2004-7) Terms Document, dated as of July 28, 2004 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 28, 2004, which is incorporated herein
by
reference).
|
|
4.6.53
|
Class
B(2004-2) Terms Document, dated as of August 11, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 11, 2004, which is incorporated herein
by
reference).
|
|
4.6.54
|
Class
A(2004-8) Terms Document, dated as of September 14, 2004 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 14, 2004, which is incorporated
herein by
reference).
|
|
4.6.55
|
Class
A(2004-10) Terms Document, dated as of October 27, 2004 (included
in
Exhibit 4.1 to the registrant’s
|
9
| Form 8-K, as filed with the Securities and Exchange Commission on October 27, 2004, which is incorporated herein by reference). | |
|
4.6.56
|
Class
A(2005-1) Terms Document, dated as of April 20, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 20, 2005, which is incorporated herein
by
reference).
|
|
4.6.57
|
Class
A(2005-2) Terms Document, dated as of May 19, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 19, 2005, which is incorporated herein
by
reference).
|
|
4.6.58
|
Class
C(2005-1) Terms Document, dated as of June 1, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 2, 2005, which is incorporated herein
by
reference).
|
|
4.6.59
|
Class
A(2005-3) Terms Document, dated as of June 14, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 14, 2005, which is incorporated herein
by
reference).
|
|
4.6.60
|
Class
B(2005-1) Terms Document, dated as of June 22, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 22, 2005, which is incorporated herein
by
reference).
|
|
4.6.61
|
Class
A(2005-4) Terms Document, dated as of July 7, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 7, 2005, which is incorporated herein
by
reference).
|
|
4.6.62
|
Class
B(2005-2) Terms Document, dated as of August 11, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 11, 2005, which is incorporated herein
by
reference).
|
|
4.6.63
|
Class
A(2005-5) Terms Document, dated as of August 11, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 11, 2005, which is incorporated herein
by
reference).
|
|
4.6.64
|
Class
A(2005-6) Terms Document, dated as of August 25, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 25, 2005, which is incorporated herein
by
reference).
|
|
4.6.65
|
Class
C(2005-2) Terms Document, dated as of September 22, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 23, 2005, which is incorporated
herein by
reference).
|
|
4.6.66
|
Class
A(2005-7) Terms Document, dated as of September 29, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 30, 2005, which is incorporated
herein by
reference).
|
|
4.6.67
|
Class
A(2005-8) Terms Document, dated as of October 12, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 12, 2005, which is incorporated
herein by
reference).
|
|
4.6.68
|
Class
C(2005-3) Terms Document, dated as of October 20, 2005 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 20, 2005, which is incorporated herein
by reference).
|
|
4.6.69
|
Class
B(2005-4) Terms Document, dated as of November 2, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 2, 2005, which is incorporated
herein by
reference).
|
|
4.6.70
|
Class
A(2005-9) Terms Document, dated as of November 17, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 17, 2005, which is incorporated
herein by
reference).
|
|
4.6.71
|
Class
A(2005-10) Terms Document, dated as of November 29, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 29, 2005, which is incorporated
|
10
| herein by reference). | |
|
4.6.72
|
Class
A(2005-11) Terms Document, dated as of December 16, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 16, 2005, which is incorporated
herein by
reference).
|
|
4.6.73
|
Class
A(2006-1) Terms Document, dated as of February 15, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 21, 2006, which is incorporated
herein by
reference).
|
|
4.6.74
|
Class
C(2006-1) Terms Document, dated as of February 17, 2006 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 21, 2006, which is incorporated
herein by
reference).
|
|
4.6.75
|
Class
B(2006-1) Terms Document, dated as of March 3, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 3, 2006, which is incorporated herein
by
reference).
|
|
4.6.76
|
Class
A(2006-2) Terms Document, dated as of March 7, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 7, 2006, which is incorporated herein
by
reference).
|
|
4.6.77
|
Class
C(2006-2) Terms Document, dated as of March 17, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2006, which is incorporated herein
by
reference).
|
|
4.6.78
|
Class
A(2006-3) Terms Document, dated as of March 30, 2006 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 30, 2006, which is incorporated herein
by
reference).
|
|
4.6.79
|
Class
C(2006-3) Terms Document, dated as of May 31, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 31, 2006, which is incorporated herein
by
reference).
|
|
4.6.80
|
Class
A(2006-4) Terms Document, dated as of May 31, 2006 (included in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 1, 2006, which is incorporated herein
by
reference).
|
|
4.6.81
|
Class
A(2006-5) Terms Document, dated as of June 9, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 9, 2006, which is incorporated herein
by
reference).
|
|
4.6.82
|
Class
C(2006-4) Terms Document, dated as of June 15, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 16, 2006, which is incorporated herein
by
reference).
|
|
4.6.83
|
Class
A(2006-6) Terms Document, dated as of July 20, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 20, 2006, which is incorporated herein
by
reference).
|
|
4.6.84
|
Class
A(2006-7) Terms Document, dated as of July 28, 2006 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 31, 2006, which is incorporated herein by
reference).
|
|
4.6.85
|
Class
A(2006-8) Terms Document, dated as of August 9, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 10, 2006, which is incorporated herein
by
reference).
|
|
4.6.86
|
Class
C(2006-5) Terms Document, dated as of August 15, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 15, 2006, which is incorporated herein
by
reference).
|
|
4.6.87
|
Class
B(2006-3) Terms Document, dated as of August 22, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 23, 2006, which is incorporated herein
by
reference).
|
11
|
4.6.88
|
Class
A(2006-9) Terms Document, dated as of August 30, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 30, 2006, which is incorporated herein
by
reference).
|
|
4.6.89
|
Class
A(2006-10) Terms Document, dated as of September 19, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 19, 2006, which is incorporated
herein by
reference).
|
|
4.6.90
|
Class
A(2006-11) Terms Document, dated as of September 26, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 26, 2006, which is incorporated
herein by
reference).
|
|
4.6.91
|
Class
A(2006-12) Terms Document, dated as of October 16, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 16, 2006, which is incorporated
herein by
reference).
|
|
4.6.92
|
Class
C(2006-7) Terms Document, dated as of October 16, 2006 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 16, 2006, which is incorporated
herein by
reference).
|
|
4.6.93
|
Class
A(2006-13) Terms Document, dated as of November 14, 2006 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 14, 2006, which is incorporated
herein by
reference).
|
|
4.6.94
|
Class
B(2006-4) Terms Document, dated as of November 14, 2006 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 14, 2006, which is incorporated
herein by
reference).
|
|
4.6.95
|
Class
A(2006-14) Terms Document, dated as of November 28, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 28, 2006, which is incorporated
herein by
reference).
|
|
4.6.96
|
Class
A(2006-15) Terms Document, dated as of December 13, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 13, 2006, which is incorporated
herein by
reference).
|
|
4.6.97
|
Class
A(2006-16) Terms Document, dated as of December 19, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 19, 2006, which is incorporated
herein by
reference).
|
|
4.6.98
|
Omnibus
Amendment to the Class A Terms Documents, dated as of January
8, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on January 8, 2007,
which is
incorporated herein by reference).
|
|
4.6.99
|
Class
A(2007-1) Terms Document, dated as of January 18, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 18, 2007, which is incorporated
herein by
reference).
|
|
4.6.100
|
Omnibus
Amendment to the Class B Terms Documents, dated as of January
25, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on January 25, 2007,
which is
incorporated herein by reference).
|
|
4.6.101
|
Class
B(2007-1) Terms Document, dated as of January 26, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 26, 2007, which is incorporated
herein by
reference).
|
|
4.6.102
|
Class
C(2007-1) Terms Document, dated as of January 26, 2007 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 26, 2007, which is incorporated
herein by
reference).
|
12
|
4.6.103
|
Class
B(2007-2) Terms Document, dated as of January 31, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 31, 2007, which is incorporated
herein by
reference).
|
|
4.6.104
|
Class
A(2007-2) Terms Document, dated as of February 16, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 16, 2007, which is incorporated
herein by
reference).
|
|
4.6.105
|
Class
A(2007-3) Terms Document, dated as of March 20, 2007 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 20, 2007, which is incorporated herein
by
reference).
|
|
4.6.106
|
Class
A(2007-4) Terms Document, dated as of March 20, 2007 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 20, 2007, which is incorporated herein
by
reference).
|
|
4.6.107
|
Class
B(2007-3) Terms Document, dated as of March 30, 2007 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 30, 2007, which is incorporated herein
by
reference).
|
|
4.6.108
|
Class
A(2007-6) Terms Document, dated as of April 12, 2007 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 12, 2007, which is incorporated herein
by
reference).
|
|
4.6.109
|
Class
B(2007-4) Terms Document, dated as of May 15, 2007 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 16, 2007, which is incorporated herein
by
reference).
|
|
4.6.110
|
Class
C(2007-2) Terms Document, dated as of May 15, 2007 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 16, 2007, which is incorporated herein
by
reference).
|
|
4.6.111
|
Class
A(2007-7) Terms Document, dated as of May 16, 2007 (included in
Exhibit
4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 16, 2007, which is incorporated herein
by
reference).
|
|
4.6.112
|
Class
A(2007-8) Terms Document, dated as of June 22, 2007 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 22, 2007, which is incorporated herein
by
reference).
|
|
4.6.113
|
Class
B(2007-4) Supplemental Indenture, dated as of June 22, 2007 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 22, 2007, which is incorporated herein
by
reference).
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
33.1
|
Report
on Assessment of Compliance with Servicing Criteria for FIA Card
Services,
National Association and its affiliated servicing
participants.
|
|
33.2.1
|
Report
on Assessment of Compliance with Servicing Criteria for The Bank
of New
York as of, and for the twelve months ended, March 31,
2007.
|
|
33.2.2
|
Report
on Assessment of Compliance with Servicing Criteria for The Bank
of New
York as of, and for the six months ended, June 30,
2007.
|
|
34.1
|
Attestation
Report of PricewaterhouseCoopers LLP on Assessment of Compliance
with
Servicing Criteria relating to FIA Card Services, National Association
and
its affiliated servicing participants.
|
13
|
34.2.1
|
Attestation
Report of Ernst & Young LLP on Assessment of Compliance with Servicing
Criteria relating to The Bank of New York filed as Exhibit
33.2.1.
|
|
34.2.2
|
Attestation
Report of KPMG LLP on Assessment of Compliance with Servicing Criteria
relating to The Bank of New York filed as Exhibit
33.2.2.
|
|
35.1
|
Servicer
Compliance Statement of FIA Card Services, National
Association.
|
|
35.2
|
Servicer
Compliance Statement of MBNA Technology, Inc.
|
|
35.3
|
Servicer
Compliance Statement of Banc of America Card Servicing
Corporation.
|
|
99.1
|
Report
of PricewaterhouseCoopers LLP pursuant to Section 3.06 of the Pooling
and
Servicing Agreement with regard to FIA Card Services, National
Association
(including the related assertion letter of FIA regarding its internal
controls, delivered pursuant to Section 3.06 of the Pooling and
Servicing
Agreement).
|
|
99.2
|
Service
Agreement, dated as of May 1, 1993, between FIA Card Services,
National
Association (formerly known as MBNA America Bank, National Association)
and MBNA Technology, Inc. (formerly known as MBNA Information Services,
Inc.) (included in Exhibit 99.1 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on September 8, 2006,
which is
incorporated herein by reference).
|
|
99.3
|
Amended
and Restated Delegation of Servicing Agreement, dated as of October
20,
2006, between FIA Card Services, National Association and Banc
of America
Card Servicing Corporation (included in Exhibit 99.1 to the registrant’s
Form 8-K, as filed with the Securities and Exchange Commission
on October
20, 2006, which is incorporated herein by reference).
|
|
|
(c)
|
Not
Applicable.
|
14
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| BA Credit Card Trust | |
| By: FIA Card Services, National Association, | |
|
as
Servicer
|
|
| By: /s/ Elizabeth S. Buie | |
|
Name: Elizabeth
S. Buie
|
|
|
Title: Senior
Vice President
|
|
|
(senior
officer in charge of the servicing function)
|
|
| Date: September 18, 2007 |
EXHIBIT
INDEX
|
Exhibit
|
|
|
Number
|
Description
|
|
3.1
|
Composite
Articles of Association of FIA Card Services, National Association
(included in Exhibit 3.1 to the registrant’s Form 8-K, as filed with the
Securities and Exchange Commission on June 13, 2006, which is incorporated
herein by reference).
|
|
3.2
|
Composite
Bylaws of FIA Card Services, National Association (included in
Exhibit 3.2
to the registrant’s Form 8-K, as filed with the Securities and Exchange
Commission on June 13, 2006, which is incorporated herein by
reference).
|
|
4.1
|
Second
Amended and Restated Pooling and Servicing Agreement, dated as
of October
20, 2006 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on October 20, 2006,
which is
incorporated herein by reference).
|
|
4.2
|
Second
Amended and Restated Series 2001-D Supplement to Amended and Restated
Pooling and Servicing Agreement, dated as of October 20, 2006 (included
in
Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 20, 2006, which is incorporated
herein by
reference).
|
|
4.3
|
BA
Credit Card Trust Third Amended and Restated Trust Agreement, dated
as of
October 20, 2006 (included in Exhibit 4.5 to the registrant’s Form 8-K, as
filed with the Securities and Exchange Commission on October 20,
2006,
which is incorporated herein by reference).
|
|
4.4
|
Second
Amended and Restated Indenture, dated as of October 20, 2006 (included
in
Exhibit 4.6 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 20, 2006, which is incorporated
herein by
reference).
|
|
4.5
|
Amended
and Restated BAseries Indenture Supplement, dated as of June 10,
2006
(included in Exhibit 4.5 to the registrant’s Form 8-K, as filed with the
Securities and Exchange Commission on June 13, 2006, which is incorporated
herein by reference).
|
|
4.6.1
|
Class
C(2001-3) Terms Document, dated as of July 25, 2001 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2001, which is incorporated herein
by
reference).
|
|
4.6.2
|
Class
A(2001-2) Terms Document, dated as of July 26, 2001 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2001, which is incorporated herein
by
reference).
|
|
4.6.3
|
First
Amendment to Class A(2001-2) Terms Document, dated as of August
8, 2001
(included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the
Securities and Exchange Commission on August 14, 2001, which is
incorporated herein by reference).
|
|
4.6.4
|
Class
A(2001-3) Terms Document, dated as of August 8, 2001 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 14, 2001, which is incorporated
herein by
reference).
|
|
4.6.5
|
Class
B(2001-2) Terms Document, dated as of September 6, 2001 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 12, 2001, which is incorporated
herein by
reference).
|
|
4.6.6
|
Class
C(2001-4) Terms Document, dated as of September 6, 2001 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 12, 2001, which is incorporated
herein by
reference).
|
|
4.6.7
|
Class
A(2001-5) Terms Document, dated as of November 8, 2001 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 14, 2001, which is incorporated
herein by
reference).
|
|
4.6.8
|
Class
C(2001-5) Terms Document, dated as of December 11, 2001 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 14, 2002, which is incorporated
herein by
reference).
|
|
4.6.9
|
Class
A(2002-1) Terms Document, dated as of January 31, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 14, 2002, which is incorporated
herein by
reference).
|
|
4.6.10
|
Class
B(2002-1) Terms Document, dated as of February 28, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.11
|
Class
C(2002-1) Terms Document, dated as of February 28, 2002 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.12
|
Class
A(2002-3) Terms Document, dated as of April 24, 2002 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.13
|
Class
A(2002-4) Terms Document, dated as of May 9, 2002 (included in
Exhibit 4.1
to the registrant’s Form 8-K, as filed with the Securities and Exchange
Commission on June 14, 2002, which is incorporated herein by
reference).
|
|
4.6.14
|
Class
A(2002-5) Terms Document, dated as of May 30, 2002 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.15
|
Class
B(2002-2) Terms Document, dated as of June 12, 2002 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 15, 2002, which is incorporated herein
by
reference).
|
|
4.6.16
|
Class
C(2002-3) Terms Document, dated as of June 12, 2002 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 15, 2002, which is incorporated herein
by
reference).
|
|
4.6.17
|
Class
A(2002-8) Terms Document, dated as of July 31, 2002 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2002, which is incorporated herein
by
reference).
|
|
4.6.18
|
Class
A(2002-9) Terms Document, dated as of July 31, 2002 (included in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2002, which is incorporated herein
by reference).
|
|
4.6.19
|
Class
C(2002-4) Terms Document, dated as of August 29, 2002 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 13, 2002, which is incorporated
herein by
reference).
|
|
4.6.20
|
Class
A(2002-10) Terms Document, dated as of September 19, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 18, 2002, which is incorporated
herein by
reference).
|
|
4.6.21
|
Class
B(2002-4) Terms Document, dated as of October 29, 2002 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 19, 2002, which is incorporated
herein by
reference).
|
|
4.6.22
|
Class
C(2002-6) Terms Document, dated as of October 29, 2002 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 19, 2002, which is incorporated
herein by
reference).
|
|
4.6.23
|
Class
C(2002-7) Terms Document, dated as of October 29, 2002 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 19, 2002, which is incorporated
herein by
reference).
|
|
4.6.24
|
Class
A(2002-13) Terms Document, dated as of December 18, 2002 (included
in
Exhibit 4.3 to the registrant’s
|
| Form 8-K, as filed with the Securities and Exchange Commission on January 24, 2003, which is incorporated herein by reference). | |
|
4.6.25
|
Class
C(2003-1) Terms Document, dated as of February 4, 2003 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.26
|
Class
C(2003-2) Terms Document, dated as of February 12, 2003 (included
in
Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.27
|
Class
B(2003-1) Terms Document, dated as of February 20, 2003 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.28
|
Class
A(2003-1) Terms Document, dated as of February 27, 2003 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2003, which is incorporated herein
by
reference).
|
|
4.6.29
|
Class
A(2003-3) Terms Document, dated as of April 10, 2003 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.30
|
Class
A(2003-4) Terms Document, dated as of April 24, 2003 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.31
|
Class
C(2003-3) Terms Document, dated as of May 8, 2003 (included in
Exhibit 4.1
to the registrant’s Form 8-K, as filed with the Securities and Exchange
Commission on June 16, 2003, which is incorporated herein by
reference).
|
|
4.6.32
|
Class
A(2003-6) Terms Document, dated as of June 4, 2003 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.33
|
Class
B(2003-2) Terms Document, dated as of June 12, 2003 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.34
|
Class
C(2003-5) Terms Document, dated as of July 2, 2003 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2003, which is incorporated herein
by reference).
|
|
4.6.35
|
Class
A(2003-7) Terms Document, dated as of July 8, 2003 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.36
|
Class
C(2003-6) Terms Document, dated as of July 30, 2003 (included in
Exhibit
4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 14, 2003, which is incorporated herein
by
reference).
|
|
4.6.37
|
Class
A(2003-8) Terms Document, dated as of August 5, 2003 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.38
|
Class
B(2003-3) Terms Document, dated as of August 20, 2003 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.39
|
Class
A(2003-9) Terms Document, dated as of September 24, 2003 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 16, 2003, which is incorporated
herein by
reference).
|
|
4.6.40
|
Class
B(2003-5) Terms Document, dated as of October 2, 2003 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 17, 2003, which is incorporated
herein by
reference).
|
|
4.6.41
|
Class
A(2003-10) Terms Document, dated as of October 15, 2003 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 17, 2003, which is incorporated
herein by
reference).
|
|
4.6.42
|
Class
C(2003-7) Terms Document, dated as of November 5, 2003 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.43
|
Class
A(2003-11) Terms Document, dated as of November 6, 2003 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 15, 2003, which is incorporated
herein by
reference).
|
|
4.6.44
|
Class
A(2003-12) Terms Document, dated as of December 18, 2003 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 19, 2003, which is incorporated
herein by
reference).
|
|
4.6.45
|
Class
A(2004-2) Terms Document, dated as of February 25, 2004 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 25, 2004, which is incorporated
herein by
reference).
|
|
4.6.46
|
Class
C(2004-1) Terms Document, dated as of March 16, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 16, 2004, which is incorporated herein
by
reference).
|
|
4.6.47
|
Class
A(2004-3) Terms Document, dated as of March 17, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2004, which is incorporated herein
by
reference).
|
|
4.6.48
|
Class
B(2004-1) Terms Document, dated as of April 1, 2004 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 1, 2004, which is incorporated herein
by
reference).
|
|
4.6.49
|
Class
A(2004-4) Terms Document, dated as of April 15, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 15, 2004, which is incorporated herein
by
reference).
|
|
4.6.50
|
Class
A(2004-6) Terms Document, dated as of June 17, 2004 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 17, 2004, which is incorporated herein
by
reference).
|
|
4.6.51
|
Class
C(2004-2) Terms Document, dated as of July 1, 2004 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 1, 2004, which is incorporated herein by
reference).
|
|
4.6.52
|
Class
A(2004-7) Terms Document, dated as of July 28, 2004 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 28, 2004, which is incorporated herein
by
reference).
|
|
4.6.53
|
Class
B(2004-2) Terms Document, dated as of August 11, 2004 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 11, 2004, which is incorporated herein
by
reference).
|
|
4.6.54
|
Class
A(2004-8) Terms Document, dated as of September 14, 2004 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 14, 2004, which is incorporated
herein by
reference).
|
|
4.6.55
|
Class
A(2004-10) Terms Document, dated as of October 27, 2004 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 27, 2004, which is incorporated
herein by
reference).
|
|
4.6.56
|
Class
A(2005-1) Terms Document, dated as of April 20, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 20, 2005, which is incorporated herein
by
reference).
|
|
4.6.57
|
Class
A(2005-2) Terms Document, dated as of May 19, 2005 (included in
Exhibit
4.1 to the registrant’s Form
|
| 8-K, as filed with the Securities and Exchange Commission on May 19, 2005, which is incorporated herein by reference). | |
|
4.6.58
|
Class
C(2005-1) Terms Document, dated as of June 1, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 2, 2005, which is incorporated herein
by
reference).
|
|
4.6.59
|
Class
A(2005-3) Terms Document, dated as of June 14, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 14, 2005, which is incorporated herein
by
reference).
|
|
4.6.60
|
Class
B(2005-1) Terms Document, dated as of June 22, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 22, 2005, which is incorporated herein
by
reference).
|
|
4.6.61
|
Class
A(2005-4) Terms Document, dated as of July 7, 2005 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 7, 2005, which is incorporated herein
by
reference).
|
|
4.6.62
|
Class
B(2005-2) Terms Document, dated as of August 11, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 11, 2005, which is incorporated herein
by
reference).
|
|
4.6.63
|
Class
A(2005-5) Terms Document, dated as of August 11, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 11, 2005, which is incorporated herein
by
reference).
|
|
4.6.64
|
Class
A(2005-6) Terms Document, dated as of August 25, 2005 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 25, 2005, which is incorporated herein
by
reference).
|
|
4.6.65
|
Class
C(2005-2) Terms Document, dated as of September 22, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 23, 2005, which is incorporated
herein by
reference).
|
|
4.6.66
|
Class
A(2005-7) Terms Document, dated as of September 29, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 30, 2005, which is incorporated
herein by
reference).
|
|
4.6.67
|
Class
A(2005-8) Terms Document, dated as of October 12, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 12, 2005, which is incorporated
herein by
reference).
|
|
4.6.68
|
Class
C(2005-3) Terms Document, dated as of October 20, 2005 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 20, 2005, which is incorporated herein
by reference).
|
|
4.6.69
|
Class
B(2005-4) Terms Document, dated as of November 2, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 2, 2005, which is incorporated
herein by
reference).
|
|
4.6.70
|
Class
A(2005-9) Terms Document, dated as of November 17, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 17, 2005, which is incorporated
herein by
reference).
|
|
4.6.71
|
Class
A(2005-10) Terms Document, dated as of November 29, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 29, 2005, which is incorporated
herein by
reference).
|
|
4.6.72
|
Class
A(2005-11) Terms Document, dated as of December 16, 2005 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 16, 2005, which is incorporated
herein by
reference).
|
|
4.6.73
|
Class
A(2006-1) Terms Document, dated as of February 15, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 21, 2006, which is
incorporated
|
| herein by reference). | |
|
4.6.74
|
Class
C(2006-1) Terms Document, dated as of February 17, 2006 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 21, 2006, which is incorporated
herein by
reference).
|
|
4.6.75
|
Class
B(2006-1) Terms Document, dated as of March 3, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 3, 2006, which is incorporated herein
by
reference).
|
|
4.6.76
|
Class
A(2006-2) Terms Document, dated as of March 7, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 7, 2006, which is incorporated herein
by
reference).
|
|
4.6.77
|
Class
C(2006-2) Terms Document, dated as of March 17, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 17, 2006, which is incorporated herein
by
reference).
|
|
4.6.78
|
Class
A(2006-3) Terms Document, dated as of March 30, 2006 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 30, 2006, which is incorporated herein
by
reference).
|
|
4.6.79
|
Class
C(2006-3) Terms Document, dated as of May 31, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 31, 2006, which is incorporated herein
by
reference).
|
|
4.6.80
|
Class
A(2006-4) Terms Document, dated as of May 31, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 1, 2006, which is incorporated herein
by
reference).
|
|
4.6.81
|
Class
A(2006-5) Terms Document, dated as of June 9, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 9, 2006, which is incorporated herein
by
reference).
|
|
4.6.82
|
Class
C(2006-4) Terms Document, dated as of June 15, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 16, 2006, which is incorporated herein
by
reference).
|
|
4.6.83
|
Class
A(2006-6) Terms Document, dated as of July 20, 2006 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 20, 2006, which is incorporated herein
by
reference).
|
|
4.6.84
|
Class
A(2006-7) Terms Document, dated as of July 28, 2006 (included in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on July 31, 2006, which is incorporated herein by
reference).
|
|
4.6.85
|
Class
A(2006-8) Terms Document, dated as of August 9, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 10, 2006, which is incorporated herein
by
reference).
|
|
4.6.86
|
Class
C(2006-5) Terms Document, dated as of August 15, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 15, 2006, which is incorporated herein
by
reference).
|
|
4.6.87
|
Class
B(2006-3) Terms Document, dated as of August 22, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 23, 2006, which is incorporated herein
by
reference).
|
|
4.6.88
|
Class
A(2006-9) Terms Document, dated as of August 30, 2006 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on August 30, 2006, which is incorporated herein
by
reference).
|
|
4.6.89
|
Class
A(2006-10) Terms Document, dated as of September 19, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 19, 2006, which is incorporated
herein by
reference).
|
|
4.6.90
|
Class
A(2006-11) Terms Document, dated as of September 26, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on September 26, 2006, which is incorporated
herein by
reference).
|
|
4.6.91
|
Class
A(2006-12) Terms Document, dated as of October 16, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 16, 2006, which is incorporated
herein by
reference).
|
|
4.6.92
|
Class
C(2006-7) Terms Document, dated as of October 16, 2006 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on October 16, 2006, which is incorporated
herein by
reference).
|
|
4.6.93
|
Class
A(2006-13) Terms Document, dated as of November 14, 2006 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 14, 2006, which is incorporated
herein by
reference).
|
|
4.6.94
|
Class
B(2006-4) Terms Document, dated as of November 14, 2006 (included
in
Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 14, 2006, which is incorporated
herein by
reference).
|
|
4.6.95
|
Class
A(2006-14) Terms Document, dated as of November 28, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on November 28, 2006, which is incorporated
herein by
reference).
|
|
4.6.96
|
Class
A(2006-15) Terms Document, dated as of December 13, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 13, 2006, which is incorporated
herein by
reference).
|
|
4.6.97
|
Class
A(2006-16) Terms Document, dated as of December 19, 2006 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on December 19, 2006, which is incorporated
herein by
reference).
|
|
4.6.98
|
Omnibus
Amendment to the Class A Terms Documents, dated as of January
8, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on January 8, 2007,
which is
incorporated herein by reference).
|
|
4.6.99
|
Class
A(2007-1) Terms Document, dated as of January 18, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 18, 2007, which is incorporated
herein by
reference).
|
|
4.6.100
|
Omnibus
Amendment to the Class B Terms Documents, dated as of January
25, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on January 25, 2007,
which is
incorporated herein by reference).
|
|
4.6.101
|
Class
B(2007-1) Terms Document, dated as of January 26, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 26, 2007, which is incorporated
herein by
reference).
|
|
4.6.102
|
Class
C(2007-1) Terms Document, dated as of January 26, 2007 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 26, 2007, which is incorporated
herein by
reference).
|
|
4.6.103
|
Class
B(2007-2) Terms Document, dated as of January 31, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on January 31, 2007, which is incorporated
herein by
reference).
|
|
4.6.104
|
Class
A(2007-2) Terms Document, dated as of February 16, 2007 (included
in
Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on February 16, 2007, which is incorporated
|
| herein by reference). | |
|
4.6.105
|
Class
A(2007-3) Terms Document, dated as of March 20, 2007 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 20, 2007, which is incorporated herein
by
reference).
|
|
4.6.106
|
Class
A(2007-4) Terms Document, dated as of March 20, 2007 (included
in Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 20, 2007, which is incorporated herein
by
reference).
|
|
4.6.107
|
Class
B(2007-3) Terms Document, dated as of March 30, 2007 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on March 30, 2007, which is incorporated herein
by
reference).
|
|
4.6.108
|
Class
A(2007-6) Terms Document, dated as of April 12, 2007 (included
in Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on April 12, 2007, which is incorporated herein
by
reference).
|
|
4.6.109
|
Class
B(2007-4) Terms Document, dated as of May 15, 2007 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 16, 2007, which is incorporated herein
by
reference).
|
|
4.6.110
|
Class
C(2007-2) Terms Document, dated as of May 15, 2007 (included in
Exhibit
4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 16, 2007, which is incorporated herein
by
reference).
|
|
4.6.111
|
Class
A(2007-7) Terms Document, dated as of May 16, 2007 (included in
Exhibit
4.3 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on May 16, 2007, which is incorporated herein
by
reference).
|
|
4.6.112
|
Class
A(2007-8) Terms Document, dated as of June 22, 2007 (included in
Exhibit
4.1 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 22, 2007, which is incorporated herein
by
reference).
|
|
4.6.113
|
Class
B(2007-4) Supplemental Indenture, dated as of June 22, 2007 (included
in
Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and
Exchange Commission on June 22, 2007, which is incorporated herein
by
reference).
|
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
33.1
|
Report
on Assessment of Compliance with Servicing Criteria for FIA Card
Services,
National Association and its affiliated servicing
participants.
|
|
33.2.1
|
Report
on Assessment of Compliance with Servicing Criteria for The Bank
of New
York as of, and for the twelve months ended, March 31,
2007.
|
|
33.2.2
|
Report
on Assessment of Compliance with Servicing Criteria for The Bank
of New
York as of, and for the six months ended, June 30,
2007.
|
|
34.1
|
Attestation
Report of PricewaterhouseCoopers LLP on Assessment of Compliance
with
Servicing Criteria relating to FIA Card Services, National Association
and
its affiliated servicing participants.
|
|
34.2.1
|
Attestation
Report of Ernst & Young LLP on Assessment of Compliance with Servicing
Criteria relating to The Bank of New York filed as Exhibit
33.2.1.
|
|
34.2.2
|
Attestation
Report of KPMG LLP on Assessment of Compliance with Servicing Criteria
relating to The Bank of New York filed as Exhibit
33.2.2.
|
|
35.1
|
Servicer
Compliance Statement of FIA Card Services, National
Association.
|
|
35.2
|
Servicer
Compliance Statement of MBNA Technology,
Inc.
|
|
35.3
|
Servicer
Compliance Statement of Banc of America Card Servicing
Corporation.
|
|
99.1
|
Report
of PricewaterhouseCoopers LLP dated pursuant to Section 3.06 of
the
Pooling and Servicing Agreement with regard to FIA Card Services,
National
Association (including the related assertion letter of FIA regarding
its
internal controls, delivered pursuant to Section 3.06 of the Pooling
and
Servicing Agreement).
|
|
99.2
|
Service
Agreement, dated as of May 1, 1993, between FIA Card Services,
National
Association (formerly known as MBNA America Bank, National Association)
and MBNA Technology, Inc. (formerly known as MBNA Information Services,
Inc.) (included in Exhibit 99.1 to the registrant’s Form 8-K, as filed
with the Securities and Exchange Commission on September 8, 2006,
which is
incorporated herein by reference).
|
|
99.3
|
Amended
and Restated Delegation of Servicing Agreement, dated as of October
20,
2006, between FIA Card Services, National Association and Banc
of America
Card Servicing Corporation (included in Exhibit 99.1 to the registrant’s
Form 8-K, as filed with the Securities and Exchange Commission
on October
20, 2006, which is incorporated herein by reference).
|