Back to top

BA MASTER CREDIT CARD TRUST II RECEIVABLES PURCHASE AGREEMENT between BANC OF AMERICA CONSUMER CARD SERVICES, LLC

Receivables Purchase Transfer Agreement

BA MASTER CREDIT CARD TRUST II 

RECEIVABLES PURCHASE AGREEMENT 

between 

BANC OF AMERICA CONSUMER CARD SERVICES, LLC
 | Document Parties: BA MASTER CREDIT CARD TRUST II | BANC OF AMERICA CONSUMER CARD SERVICES, LLC  | BA CREDIT CARD FUNDING, LLC You are currently viewing:
This Receivables Purchase Transfer Agreement involves

BA MASTER CREDIT CARD TRUST II | BANC OF AMERICA CONSUMER CARD SERVICES, LLC | BA CREDIT CARD FUNDING, LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: BA MASTER CREDIT CARD TRUST II RECEIVABLES PURCHASE AGREEMENT between BANC OF AMERICA CONSUMER CARD SERVICES, LLC
Governing Law: Delaware     Date: 10/20/2006

BA MASTER CREDIT CARD TRUST II 

RECEIVABLES PURCHASE AGREEMENT 

between 

BANC OF AMERICA CONSUMER CARD SERVICES, LLC
, Parties: ba master credit card trust ii , banc of america consumer card services  llc  , ba credit card funding  llc
50 of the Top 250 law firms use our Products every day

Exhibit 4.2

EXECUTION COPY

 


BA MASTER CREDIT CARD TRUST II

RECEIVABLES PURCHASE AGREEMENT

between

BANC OF AMERICA CONSUMER CARD SERVICES, LLC

and

BA CREDIT CARD FUNDING, LLC

Dated as of October 20, 2006

 



TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

  

Page

ARTICLE I

  

DEFINITIONS

  

1

 

 

 

 

 

 

Section 1.01.

  

Definitions

  

1

 

 

 

 

 

 

Section 1.02.

  

Rules of Construction

  

6

 

 

 

ARTICLE II

  

PURCHASE AND SALE OF RECEIVABLES

  

7

 

 

 

 

 

 

Section 2.01.

  

Purchase and Sale

  

7

 

 

 

 

 

 

Section 2.02.

  

Addition of Accounts

  

8

 

 

 

 

 

 

Section 2.03.

  

Removal and Deletion of Accounts

  

9

 

 

 

ARTICLE III

  

CONSIDERATION AND PAYMENT

  

10

 

 

 

 

 

 

Section 3.01.

  

Purchase Price

  

10

 

 

 

 

 

 

Section 3.02.

  

Adjustments to Purchase Price.

  

11

 

 

 

 

 

 

Section 3.03.

  

Use of Name, Logo and Marks

  

11

 

 

 

ARTICLE IV

  

REPRESENTATIONS AND WARRANTIES

  

12

 

 

 

 

 

 

Section 4.01.

  

Representations and Warranties of BACCS Relating to BACCS.

  

12

 

 

 

 

 

 

Section 4.02.

  

Representations and Warranties of BACCS Relating to the Agreement and the Receivables.

  

13

 

 

 

 

 

 

Section 4.03.

  

Representations and Warranties of Funding

  

14

 

 

 

ARTICLE V

  

COVENANTS

  

17

 

 

 

 

 

 

Section 5.01.

  

Covenants of BACCS

  

17

 

 

 

ARTICLE VI

  

REPURCHASE OBLIGATION

  

19

 

 

 

 

 

 

Section 6.01.

  

Reassignment of Ineligible Receivables

  

19

 

 

 

 

 

 

Section 6.02.

  

Reassignment of Other Receivables.

  

20

 

 

 

ARTICLE VII

  

CONDITIONS PRECEDENT

  

21

 

 

 

 

 

 

Section 7.01.

  

Conditions to Funding’s Obligation on the Closing Date

  

21

 

 

 

 

 

 

Section 7.02.

  

Conditions to BACCS’s Obligation on the Closing Date

  

21

 

 

 

ARTICLE VIII

  

TERM AND PURCHASE TERMINATION

  

22

 

 

 

 

 

 

Section 8.01.

  

Term

  

22

 

 

 

 

 

 

Section 8.02.

  

Purchase Termination

  

22

 

 

 

ARTICLE IX

  

MISCELLANEOUS PROVISIONS

  

23

 

 

 

 

 

 

Section 9.01.

  

Amendment

  

23

 

i


TABLE OF CONTENTS

continued

 

 

 

 

 

 

 

 

 

  

Page

 

 

Section 9.02.

  

Governing Law

  

23

 

 

 

 

 

 

Section 9.03.

  

Notices

  

23

 

 

 

 

 

 

Section 9.04.

  

Severability

  

24

 

 

 

 

 

 

Section 9.05.

  

Assignment

  

24

 

 

 

 

 

 

Section 9.06.

  

Acknowledgement of BACCS

  

24

 

 

 

 

 

 

Section 9.07.

  

Further Assurances

  

24

 

 

 

 

 

 

Section 9.08.

  

No Waiver; Cumulative Remedies

  

24

 

 

 

 

 

 

Section 9.09.

  

Counterparts

  

24

 

 

 

 

 

 

Section 9.10.

  

Binding Effect; Third-Party Beneficiaries

  

24

 

 

 

 

 

 

Section 9.11.

  

Merger and Integration

  

25

 

 

 

 

 

 

Section 9.12.

  

Headings

  

25

 

 

 

 

 

 

Section 9.13.

  

Schedules and Exhibits

  

25

 

 

 

 

 

 

Section 9.14.

  

Survival of Representations and Warranties

  

25

 

 

 

 

 

 

Section 9.15.

  

Nonpetition Covenant

  

25

 

 

 

 

 

 

EXHIBIT A

  

 

  

A-1

 

 

SCHEDULE 1

  

 

  

I-1

 

ii


This Receivables Purchase Agreement (this “ Agreement ”) is made as of October 20, 2006, between Banc of America Consumer Card Services, LLC, a North Carolina limited liability company (“ BACCS ”), and BA Credit Card Funding, LLC, a Delaware limited liability company (“ Funding ”).

BACKGROUND

Each capitalized term is defined in Article I of this Agreement.

FIA originates receivables in credit card accounts. Under the First Tier Agreement, FIA contributes or sells to BACCS all receivables arising in a subset of those accounts.

Under this Agreement, BACCS is selling to Funding all receivables arising in a further subset of those accounts. Funding intends to securitize these receivables by transferring them to the MTII Trustee under the Pooling Agreement.

AGREEMENT

In consideration of the mutual promises in this Agreement and for other valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree to the following:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . The following definitions apply in this Agreement:

Account ” means each Initial Account, each Additional Account, and each Transferred Account. This term includes an Additional Account only from and after the related Addition Date. This term does not include any Deleted Account. This term does not include any Account from and after the date on which all of its Receivables have been reassigned to BACCS under Section 6.01 or Section 6.02.

Account Schedule ” means a complete schedule of all Accounts that is attached to this Agreement and marked as Schedule 1 . The Account Schedule may take the form of a computer file, a microfiche list, or another tangible medium that is commercially reasonable. The Account Schedule must identify each Account by account number and by the balance of the Receivables existing in that Account on the Closing Date (for each Initial Account) or the related Addition Date (for each Additional Account).

Addition Date ” has the meaning, for an Additional Account, set forth in the related Supplemental Conveyance.

Additional Account ” means each VISA,® MasterCard,® or American Express ®


credit card account * that is designated as an Account under Section 2.02 and the related Supplemental Conveyance and that is identified on the Account Schedule from and after the related Addition Date.

Affiliate ” means, for any identified Person, any other Person that (a) is an affiliate or insider of that identified Person, (b) controls that identified Person, (c) is controlled by that identified Person, or (d) is under common control with that identified Person.

Agreement ” has the meaning set forth in the first paragraph of this document.

Annual Membership Fee ” means an annual membership fee or similar fee that is charged to an Account under the related Credit Card Agreement.

BACCS ” has the meaning set forth in the first paragraph of this Agreement.

Business Day ” means any day other than a Saturday, a Sunday, or a day on which banks in New York, New York, or Newark, Delaware, are authorized or obligated by law or executive order to be closed.

Cash Advance Fee ” means a cash advance fee or similar fee that is charged to an Account under the related Credit Card Agreement.

Closing Date ” means the close of business on October 20, 2006.

Collection Account ” has the meaning set forth in the Pooling Agreement.

Collections ” means all payments on Receivables in the form of cash, checks, wire transfers, electronic transfers, ATM transfers, or any other form of payment. This term includes Recoveries and Insurance Proceeds.

Credit Card Agreement ” means, for any VISA,® MasterCard,® or American Express ® credit card account, the agreement (including any related statement under the Truth in Lending Act) between FIA and the related Obligor governing that account.

Credit Card Guidelines ” means FIA’s policies and procedures (a) relating to the operation of its credit card business, including its policies and procedures for determining the creditworthiness of credit card customers and for extending credit to credit card customers, and (b) relating to its maintenance of credit card accounts and its collection of credit card receivables.

Debtor Relief Laws ” means (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act, and (c) all other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization, or other debtor relief laws affecting the rights of creditors generally.


 

*

VISA, MasterCard, and American Express are registered trademarks of VISA USA, Inc., MasterCard International Incorporated, and American Express Company, respectively.

 

2


Defaulted Account ” means any Account containing only Receivables that have been charged off as uncollectible under the Credit Card Guidelines and the Servicer’s customary and usual procedures for servicing credit card accounts. An Account becomes a Defaulted Account on the date on which all of its Receivables are recorded as charged-off in the Servicer’s master computer file of credit card accounts.

Deleted Account ” means any Removed Account containing no Receivables that are owned by Funding. A Removed Account becomes a Deleted Account on the date on which all of its Receivables that are owned by Funding have been paid.

Draft Fee ” means a draft fee or similar fee that is charged to an Account under the related Credit Card Agreement.

Eligible Account ” means any VISA,® MasterCard,® or American Express® credit card account for which each of the following requirements is satisfied as of the date of its designation under the Prior PSA, in the case of any Initial Account, or as of the related Addition Date, in the case of any Additional Account:

(a) it exists and is maintained by FIA;

(b) its Receivables are payable in United States dollars;

(c) the related Obligor’s most recent billing address is located in the United States or its territories or possessions;

(d) it is not classified on FIA’s electronic records as counterfeit, cancelled, fraudulent, stolen, or lost; and

(e) all of its Receivables have not been charged off as uncollectible under FIA’s customary and usual procedures for servicing credit card accounts.

Eligible Receivable ” means any Receivable for which each of the following requirements is satisfied as of the applicable time:

(a) it arises in an Eligible Account;

(b) it is created, in all material respects, in compliance with all Requirements of Law applicable to FIA, and it is created under a Credit Card Agreement that complies, in all material respects, with all Requirements of Law applicable to FIA;

(c) all consents, licenses, approvals, or authorizations of, or registrations or declarations with, any Governmental Authority that are required for its creation or the execution, delivery, or performance of the related Credit Card Agreement have been obtained or made by FIA and are fully effective;

(d) immediately prior to it being sold to Funding, BACCS has good and marketable title to it free and clear of all Liens arising through or under BACCS or any of its Affiliates other than Funding, except for any Lien for municipal or other local taxes if

 

3


those taxes are currently not due or if FIA or BACCS is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes;

(e) it is the legal, valid, and binding payment obligation of the related Obligor and is enforceable against that Obligor in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws or general principles of equity; and

(f) it is an account under Article 9 of the Delaware UCC.

FIA ” means FIA Card Services, National Association, a national banking association.

Finance Charge Receivable ” means any Receivable that is a Periodic Finance Charge, a Cash Advance Fee, a Late Fee, an Annual Membership Fee, a Draft Fee, a Service Transaction Fee, or a similar fee or charge, including a charge for credit insurance.

First Tier Agreement ” means the Amended and Restated Receivables Contribution and Sale Agreement, dated as of October 20, 2006, between FIA and BACCS.

Funding ” has the meaning set forth in the first paragraph of this Agreement.

Governmental Authority ” means the United States of America or any individual State, any political subdivision of the United States of America or any individual State, or any other entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

Initial Account ” means each VISA,® MasterCard,® or American Express® credit card account that was designated as an Account under the Prior PSA and that is identified on the Account Schedule from and after the Closing Date.

Insolvency Event ” has the meaning set forth in Section 8.02.

Insurance Proceeds ” means, for any Receivable, all amounts recovered on that Receivable under a credit insurance policy covering the related Obligor.

Interchange ” means all interchange fees and issuer rate fees that (a) are payable to FIA, in its capacity as credit card issuer, through VISA USA, Inc., MasterCard International Incorporated, American Express Company, or any other similar entity, (b) are paid by FIA to BACCS under the First Tier Agreement, and (c) are allocable to the Receivables sold by BACCS to Funding using a formula equivalent to the one described in the First Tier Agreement.

Late Fee ” means a late fee or similar fee that is charged to an Account under the related Credit Card Agreement.

Lien ” means any security interest, lien, mortgage, deed of trust, pledge, hypothecation, encumbrance, assignment, participation interest, equity interest, deposit arrangement, preference, priority, or other security or preferential arrangement of any kind or

 

4


nature. This term includes any conditional sale or other title retention arrangement and any financing lease having substantially the same economic effect as any security or preferential arrangement. This term does not include any security interest or other lien created in favor of the MTII Trustee under the Prior PSA or in connection with the First Tier Agreement.

MTII ” means the BA Master Credit Card Trust II.

MTII Trustee ” means The Bank of New York, as trustee of MTII.

Obligor ” means, for any VISA,® MasterCard,® or American Express® credit card account, any Person obligated to make payments on receivables in that account. This term includes any guarantor but excludes any merchant.

Officer’s Certificate ” means a certificate delivered to Funding and signed by any Vice President or more senior officer of BACCS.

Periodic Finance Charge ” means a finance charge determined by periodic rate or similar charge that is charged to an Account under the related Credit Card Agreement.

Person ” means any person or entity of any nature. This term includes any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or Governmental Authority.

Pooling Agreement ” means the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006, among the Servicer, Funding, and the MTII Trustee.

Principal Receivable ” means any Receivable other than a Finance Charge Receivable. In calculating the aggregate amount of Principal Receivables in an Account on any date, the gross amount of Principal Receivables in the Account on that date must be reduced by the aggregate amount of credit balances in the Account on that date.

Prior PSA ” means the Amended and Restated Pooling and Servicing Agreement, dated as of June 10, 2006, between FIA and the MTII Trustee.

Purchase Price ” has the meaning set forth in Section 3.01(a).

Purchase Price Adjustment ” has the meaning set forth in Section 3.02(a).

Purchase Price Payment Date ” has the meaning set forth in Section 3.01(c).

Purchased Assets ” has the meaning set forth in Section 2.01(a).

Rating Agency ” means each nationally-recognized statistical rating organization that is selected by Funding to rate any security issued by MTII.

Receivable ” means any amount payable on an Account by the related Obligors. This term includes Principal Receivables and Finance Charge Receivables.

 

5


Recoveries ” means, for any Receivable that has been charged off as uncollectible, all amounts recovered on that Receivable. If BACCS and Funding cannot determine whether a recovered amount relates to a Receivable that was sold to Funding or to a receivable that has not been sold to Funding, this term means the amount reasonably estimated by BACCS and Funding as having been recovered on the Receivable that was sold to Funding.

Removed Account ” means any Account that has been identified as a Removed Account (as defined in the Pooling Agreement) by the Servicer to BACCS and Funding.

Requirements of Law ” means, for any Person, (a) any certificate of incorporation, certificate of formation, articles of association, bylaws, limited liability company agreement, or other organizational or governing documents of that Person and (b) any law, treaty, statute, regulation, or rule, or any determination by a Governmental Authority or arbitrator, that is applicable to or binding on that Person or to which that Person is subject. This term includes usury laws, the Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System.

Service Transaction Fee ” means a service transaction fee or similar fee that is charged to an Account under the related Credit Card Agreement.

Servicer ” means the Person acting as Servicer under the Pooling Agreement.

Stop Date ” has the meaning set forth in Section 2.03(a).

Supplemental Conveyance ” has the meaning set forth in Section 2.02(b).

Transfer Restriction Event ” means any event that prevents BACCS from selling Receivables to Funding under this Agreement. This term includes any Insolvency Event or any order of a Governmental Authority that has this effect.

Transferred Account ” means any VISA,® MasterCard,® or American Express® credit card account (a) into which all of the Receivables in an Account are transferred because the related credit card was lost or stolen or the related credit card program was changed, if the Credit Card Guidelines do not require a new application or credit evaluation, and (b) that can be traced or identified by reference to the Account Schedule and the computer or other records of the Servicer.

UCC ” means the Uniform Commercial Code of the applicable jurisdiction.

Section 1.02. Rules of Construction . The term “include” introduces a nonexhaustive list. The canon of ejusdem generis may be applied only in the context of this Agreement’s purpose and not merely in the context of a particular phrase. A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns.

[END OF ARTICLE I]

 

6


ARTICLE II

PURCHASE AND SALE OF RECEIVABLES

Section 2.01. Purchase and Sale .

(a) In consideration of Funding’s payment of each related Purchase Price, BACCS hereby sells and assigns to Funding, without recourse, all of BACCS’s right, title and interest in, to, and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account (including any related Transferred Account), and the Receivables existing on the related Addition Date and arising after that Addition Date in each Additional Account (including any related Transferred Account), (ii) all Interchange, Insurance Proceeds, and Recoveries allocable to those Receivables, (iii) all Collections on those Receivables, and (iv) all proceeds of any of this property (collectively, the “ Purchased Assets ”). Funding hereby accepts the Purchased Assets sold under this Agreement.

(b) Principal Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by BACCS and purchased by Funding on the Closing Date. Principal Receivables in each Initial Account that arise after the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by BACCS and purchased by Funding on the date on which those Principal Receivables arise. Principal Receivables in each Additional Account that exist on the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by BACCS and purchased by Funding on that Addition Date. Principal Receivables in each Additional Account that arise after the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by BACCS and purchased by Funding on the date on which those Principal Receivables arise.

(c) BACCS must authorize, deliver, and file all financing statements, amendments of financing statements, and continuation statements that are necessary or appropriate to perfect, or to maintain the perfection of, BACCS’s sale of the Purchased Assets to Funding. These financing statements, amendments of financing statements, and continuation statements must name BACCS as seller and Funding as buyer of the Purchased Assets. BACCS must deliver to Funding a file-stamped copy of each of these financing statements, amendments of financing statements, and continuation statements as soon as practicable after filing. All acts required of BACCS in this paragraph must be taken at BACCS’s own expense.

(d) On or prior to the Closing Date, BACCS must mark its books, records, and computer files to make clear that the Receivables arising in the Initial Accounts and the related Purchased Assets have been sold to Funding under this Agreement and transferred to the MTII Trustee under the Pooling Agreement. On or prior to each Addition Date, BACCS must mark its books, records, and computer files to make clear that the Receivables arising in the related Additional Accounts and the related Purchased Assets have been sold to Funding under this Agreement and transferred to the MTII Trustee under the Pooling Agreement. When a Transferred Account is created, BACCS must mark its books, records, and computer files to make clear that the Receivables arising in that Transferred Account and the related Purchased Assets have been sold to Funding under this Agreement and transferred to the MTII Trustee

 

7


under the Pooling Agreement. BACCS must not change any of these entries in its books, records, or computer files relating to an Account unless and until that Account becomes a Deleted Account or BACCS has taken all actions that are necessary or appropriate to maintain the perfection and the priority of Funding’s ownership interest in the related Purchased Assets. All acts required of BACCS in this paragraph must be taken at BACCS’s own expense.

(e) On or prior to the Closing Date, BACCS must deliver to Funding the initial Account Schedule. On or prior to each Addition Date, BACCS must deliver to Funding an updated Account Schedule that identifies the related Additional Accounts. Promptly after a request from Funding, and at least once every two months regardless of whether a request is made by Funding, BACCS must deliver to Funding an updated Account Schedule that identifies all Transferred Accounts that were created during the applicable period. All acts required of BACCS in this paragraph must be taken at BACCS’s own expense.

(f) The parties intend that the transfer of the Purchased Assets by BACCS to Funding be an absolute sale and not a secured borrowing, including for accounting purposes. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, BACCS hereby grants to Funding a first priority security interest in all of BACCS’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Purchased Assets to secure BACCS’s obligations under this Agreement. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in this paragraph.

Section 2.02. Addition of Accounts .

(a) Funding may be obligated to designate additional accounts under Section 2.06(a) of the Pooling Agreement or may elect to designate additional accounts under Section 2.06(b) of the Pooling Agreement. In either case, Funding may require that BACCS designate Additional Accounts under this Agreement to enable Funding to satisfy that obligation or election. Funding must give BACCS notice of this requirement to designate Additional Accounts under this Agreement at least four Business Days prior to the related Addition Date. If BACCS fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to BACCS, that failure will not be a breach of this Agreement.

(b) On each Addition Date, the related Additional Accounts will become Accounts if the following conditions have been satisfied:

(i) on or prior to that Addition Date, BACCS must have filed all financing statements, amendments of financing statements, and continuation statements that are required under Section 2.01(c);

(ii) on or prior to that Addition Date, BACCS must have marked its books, records, and computer files to make clear that the Receivables arising in those Additional Accounts and the related Purchased Assets have been sold to Funding under this Agreement and transferred to the MTII Trustee under the Pooling Agreement;

 

8


(iii) on or prior to that Addition Date, BACCS must have delivered to Funding an updated Account Schedule that identifies those Additional Accounts;

(iv) on that Addition Date, BACCS must have delivered to Funding an Officer’s Certificate of BACCS, dated that Addition Date, certifying that the applicable representations and warranties described in Sections 4.01 and 4.02 are true and correct; and

(v) on that Addition Date, BACCS and Funding must have executed a written assignment covering the related Purchased Assets, substantially in the form of Exhibit A (the “ Supplemental Conveyance ”).

Section 2.03. Removal and Deletion of Accounts.

(a) On the Business Day (the “ Stop Date ”) following the date on which an Account becomes a Removed Account, BACCS must stop selling to Funding new Principal Receivables arising in that Account. Still, Funding will continue to own all Principal Receivables that were sold to Funding prior to the Stop Date, all Collections on those Principal Receivables, all Finance Charge Receivables that accrue on those Principal Receivables regardless of when they arise, and all Collections on those Finance Charge Receivables. If BACCS and Funding cannot determine whether collections relate to a Receivable that was sold to Funding or to a receivable that has not been sold to Funding, BACCS and Funding must allocate payments on the related Removed Account proportionately based on the total amount of Principal Receivables in that Removed Account then owned by Funding and the total amount of principal receivables in that Removed Account then owned by BACCS or FIA.

(b) From and after the Stop Date for a Removed Account, BACCS may mark its books, records, and computer files to make clear that the Account is a Removed Account. But BACCS must not change the entries described in Section 2.01(d) relating to that Removed Account or delete that Removed Account from the Account Schedule unless and until that Removed Account becomes a Deleted Account or BACCS has taken all actions that are necessary or appropriate to maintain the perfection and the priority of Funding’s ownership interest in the related Purchased Assets.

(c) Once a Removed Account becomes a Deleted Account, BACCS promptly must mark its books, records, and computer files to make clear that the Account is a Deleted Account and must delete that Deleted Account from the Account Schedule.

[END OF ARTICLE II]

 

9


ARTICLE III

CONSIDERATION AND PAYMENT

Section 3.01. Purchase Price .

(a) Funding must pay to BACCS each purchase price described in this Article III (a “ Purchase Price ”) in return for the related Purchased Assets. Notwithstanding any other provision of this Agreement, BACCS is not obligated to sell Principal Receivables, and the related Finance Charge Receivables and other Purchased Assets, to Funding to the extent that Funding does not pay BACCS the related Purchase Price.

(b) The Purchase Price for the Principal Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets as mutually determined by BACCS and Funding. This Purchase Price is payable by Funding to BACCS in immediately available funds on the Closing Date.

(c) The Purchase Price for the Principal Receivables in each Initial Account that arise after the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal Receivables, adjusted to reflect the factors that BACCS and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Funding to BACCS in immediately available funds on each date (a “ Purchase Price Payment Date ”) mutually selected by BACCS and Funding, but the Purchase Price Payment Date for any Principal Receivable and the related Finance Charge Receivables and other Purchased Assets must not be later than the fifth Business Day following the calendar month in which that Principal Receivable arises.

(d) The Purchase Price for the Principal Receivables in each Additional Account that exist on the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal Receivables and the Finance Charge Receivables existing in that Additional Account on that Addition Date, adjusted to reflect the factors that BACCS and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets.


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more