|
All capitalized terms used herein and not defined herein have
the meaning assigned thereto in the applicable Agreement (as
defined in the Preliminary Statements).
PRELIMINARY
STATEMENTS
WHEREAS, pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of December 1, 1993, as amended and
restated on January 1, 2002 (as amended, restated, supplemented or
modified on or prior to the date hereof, the " Pooling and
Servicing Agreement "), among Fleet (RI), as servicer (in such
capacity, the " Servicer "), Fleet Credit Card Funding Trust
(" FCCF "), as transferor, and Deutsche Bank Trust Company
Americas (successor to Bankers Trust Company), as trustee (the "
Trustee "), the Fleet Credit Card Master Trust II (the "
Trust" ) was created and the Certificates delivered;
|
WHEREAS, each Series of Certificates was issued pursuant to a
Supplement to the Pooling and Servicing Agreement, and all of such
Supplements which remain in effect as of the date hereof are listed
on Schedule I to this Assignment Agreement (collectively, the "
Supplements ");
|
WHEREAS, Fleet (RI) and FCCF are parties to the Receivables
Purchase Agreement, dated as of January 1, 2002 (as amended on or
prior to the date hereof, the " Receivables Purchase
Agreement " and, together with the Pooling and Servicing
Agreement, the " Agreements "), between Fleet (RI), as
seller, and FCCF, as purchaser;
|
WHEREAS, Section 8.02 of the Pooling and Servicing Agreement
permits the Servicer to merge with and into an entity if, among
other conditions, such surviving entity is an Eligible Servicer (as
defined in the Pooling and Servicing Agreement) and expressly
assumes the performance of every covenant and obligation of the
Servicer under the Pooling and Servicing Agreement and each of the
Supplements;
|
WHEREAS, BANA (USA) is an Eligible Servicer;
|
WHEREAS, Section 9.05 of the Receivables Purchase Agreement
permits Fleet (RI) to merge with and into an entity if, among other
conditions, such surviving entity expressly assumes the performance
of every covenant and obligation of Fleet (RI) under the
Receivables Purchase Agreement;
|
WHEREAS, as of March 1, 2005, Fleet (RI) is merging with and
into BANA (USA) (the " Merger ");
|
WHEREAS, in connection with the Merger, Fleet (RI) and BANA
(USA) have agreed that BANA (USA) will accept and assume the
performance of every covenant and obligation of Fleet (RI) under
the Agreements and each of the Supplements; and
|
WHEREAS, this Assignment Agreement is entered into in connection
with the Merger as an agreement supplemental to (i) the Pooling and
Servicing Agreement within the meaning of Section 8.02 of the
Pooling and Servicing Agreement and (ii) the Receivables Purchase
Agreement within the meaning of Section 9.05 of the Receivables
Purchase Agreement.
|
NOW, THEREFORE, pursuant to the Agreements, and in consideration
of these premises, the parties hereto agree that:
ARTICLE I
|
Assignment and
Assumption of Fleet (RI)'s Rights and Obligations
|
Section 1.1 Assignment of Fleet (RI)'s Rights and Assumption
of Fleet (RI)'s Obligations under the Pooling and Servicing
Agreement .
|
(i) Assignment of Fleet (RI)'s Rights under the Pooling and
Servicing Agreement . In connection with the Merger, and to
confirm that the following transfers and assumptions are
accomplished by the Merger, Fleet (RI) hereby assigns to BANA (USA)
all of Fleet (RI)'s right, title and interest as Servicer under the
Pooling and Servicing Agreement and each of the Supplements. Fleet
(RI), the Trustee, and FCCF hereby affirm that BANA (USA) is the
successor in interest to all of Fleet (RI)'s right, title and
interest as Servicer under the Pooling and Servicing Agreement and
each of the Supplements.
|
(ii) Assumption of Servicers Obligations . BANA (USA)
hereby assumes and agrees to perform each and every covenant and
obligation of Fleet (RI), as Servicer, under the Pooling and
Servicing Agreement and each of the Supplements. The Trustee and
FCCF hereby accept the assumption by BANA (USA) of the covenants
and obligations of Fleet (RI), as Servicer, under the Pooling and
Servicing Agreement and each of the Supplements.
|
(iii) Release of Fleet (RI) . On and after the date of
this Assignment Agreement, Fleet (RI) shall be released from all of
its covenants and obligations as Servicer under the Pooling and
Servicing Agreement and each of the Supplements, other than any
such covenants or obligations arising prior to the date of this
Assignment Agreement or those that expressly survive the Merger
under the Pooling and Servicing Agreement and each of the
Supplements. On and after the date of this Assignment Agreement,
BANA (USA) shall be the Servicer under the Pooling and Servicing
Agreement and each of the Supplements.
|
Section 1.2 Assignment of Fleet (RI)'s Rights and Assumption
of Fleet (RI)'s Obligations under the Receivables Purchase
Agreement .
|
(i) Assignment of Fleet (RI)'s Rights under the Receivables
Purchase Agreement . In connection with the Merger, and to
confirm that the following transfers and assumptions are
accomplished by the Merger, Fleet (RI) hereby assigns to BANA (USA)
all of Fleet (RI)'s right, title and interest under the Receivables
Purchase Agreement. Fleet (RI), FCCF, and the Trustee hereby affirm
that BANA (USA) is the successor in interest to all of Fleet (RI)'s
right, title and interest under the Receivables Purchase Agreement.
|
(ii) Assumption of Fleet (RI)'s Obligations . BANA (USA)
hereby assumes and agrees to perform each and every covenant and
obligation of Fleet (RI) under the Receivables Purchase Agreement.
FCCF hereby accepts and the Trustee hereby acknowledges the
assumption by BANA (USA) of the covenants and obligations of Fleet
(RI) under the Receivables Purchase Agreement.
|
(iii) Release of Fleet (RI) . On and after the date of
this Assignment Agreement, Fleet (RI) shall be released from all of
its covenants and obligations under the Receivables Purchase
Agreement, other than any such covenants or obligations arising
prior to the date of this Assignment Agreement or those that
expressly survive the replacement of Fleet (RI) under the
Receivables Purchase Agreement. On and after the date of this
Assignment Agreement, BANA (USA) shall replace Fleet (RI), as
seller, under the Receivables Purchase Agreement.
|
(iv) Confirmation of Conveyances .
|
(a) BANA (USA) hereby confirms, affirms and ratifies the sale,
transfer, assignment, set over and conveyance contained in the
Receivables Purchase Agreement and, in accordance with the
Receivables Purchase Agreement, BANA (USA) hereby sells, transfers,
assigns, sets over and otherwise conveys to FCCF, without recourse,
all right, title and interest of BANA (USA)
|
