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
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Page
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ARTICLE
I
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DEFINITIONS
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1
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Section 1.01.
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Definitions
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1
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Section
1.02.
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Rules of Construction
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6
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ARTICLE
II
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PURCHASE AND
SALE OF RECEIVABLES
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7
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Section
2.01.
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Purchase and Sale
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7
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Section
2.02.
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Addition of Accounts
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8
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Section
2.03.
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Removal and Deletion of Accounts
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9
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ARTICLE III
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CONSIDERATION
AND PAYMENT
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10
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Section
3.01.
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Purchase Price
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10
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Section
3.02.
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Adjustments to Purchase Price.
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11
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Section
3.03.
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Use of Name, Logo and Marks
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11
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ARTICLE IV
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REPRESENTATIONS
AND WARRANTIES
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12
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Section
4.01.
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Representations and Warranties of BACCS Relating
to BACCS.
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12
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Section
4.02.
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Representations and Warranties of BACCS Relating
to the Agreement and the Receivables.
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13
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Section
4.03.
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Representations and Warranties of
Funding
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14
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ARTICLE
V
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COVENANTS
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17
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Section
5.01.
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Covenants of BACCS
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17
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ARTICLE
VI
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REPURCHASE
OBLIGATION
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19
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Section
6.01.
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Reassignment of Ineligible
Receivables
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19
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Section
6.02.
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Reassignment of Other Receivables.
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20
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ARTICLE
VII
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CONDITIONS
PRECEDENT
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21
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Section
7.01.
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Conditions to Funding’s Obligation on the
Closing Date
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21
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Section
7.02.
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Conditions to BACCS’s Obligation on the
Closing Date
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21
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ARTICLE
VIII
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TERM AND
PURCHASE TERMINATION
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22
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Section
8.01.
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Term
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22
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Section
8.02.
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Purchase Termination
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22
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ARTICLE
IX
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MISCELLANEOUS
PROVISIONS
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23
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Section 9.01.
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Amendment
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23
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i
TABLE OF CONTENTS
continued
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Page
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Section 9.02.
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Governing Law
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23
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Section
9.03.
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Notices
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23
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Section
9.04.
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Severability
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24
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Section
9.05.
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Assignment
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24
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Section
9.06.
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Acknowledgement of BACCS
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24
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Section
9.07.
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Further Assurances
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24
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Section
9.08.
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No Waiver; Cumulative Remedies
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24
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Section
9.09.
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Counterparts
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24
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Section
9.10.
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Binding Effect; Third-Party
Beneficiaries
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24
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Section
9.11.
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Merger and Integration
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25
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Section
9.12.
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Headings
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25
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Section
9.13.
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Schedules and Exhibits
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25
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Section
9.14.
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Survival of Representations and
Warranties
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25
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Section 9.15.
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Nonpetition Covenant
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EXHIBIT
A
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A-1
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SCHEDULE 1
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I-1
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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.
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*
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VISA,
MasterCard, and American Express are registered trademarks of VISA
USA, Inc., MasterCard International Incorporated, and American
Express Company, respectively.
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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.