SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Bank of America, National Association
------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 86-0645265
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
1825 East Buckeye Road
Phoenix, Arizona 85034
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
BA Master Credit Card Trust
Class A Floating Rate Asset Backed Certificates, Series 1996-A
Class B Floating Rate Asset Backed Certificates, Series 1996-A
- -------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The description of the Floating Rate Asset Backed Certificates
appearing under the captions entitled: "Summary of Terms"; "The
Receivables"; "Maturity Assumptions"; "Receivable Yield
Considerations"; and "Description of the Certificates" in the
Prospectus Supplement dated July 15, 1996 and "Prospectus Summary";
"Risk Factors"; "The Receivables"; "Maturity Assumptions";
"Description of the Certificates"; "Certain Legal Aspects of the
Receivables"; "Federal Income Tax Consequences"; and "ERISA
Considerations" in the Prospectus, dated July 15, 1996 (the
Prospectus and the Prospectus Supplement are incorporated herein by
reference to the Registrant's 424(b)(5) filing on July 17, 1996).
Item 2. Exhibits.
--------
Exhibit 1--Form of specimens of certificates representing
Class A Floating Rate Asset Backed Certificates, Series
1996-A and Class B Floating Rate Asset Backed
Certificates, Series 1996-A.
Exhibit 2--Pooling and Servicing Agreement (included in
Exhibit 4.1 to the Registrant's Form 8-K, as filed with
the Securities and Exchange Commission on September 11,
1996, which is incorporated herein by reference).
Exhibit 3--Series 1996-A Supplement to the Pooling and
Servicing Agreement (included in Exhibit 4.2 to the
Registrant's Form 8-K, as filed with the Securities and
Exchange Commission on September 11, 1996, which is
incorporated herein by reference).
Exhibit 4--Prospectus Supplement dated July 15, 1996 together
with the Prospectus dated July 15, 1996, as filed with
the Securities and Exchange Commission on July 17, 1996,
pursuant to Rule 424(b)(5) is herein incorporated by
reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-A
to be signed on its behalf by the undersigned, thereto duly authorized.
BANK OF AMERICA,
NATIONAL ASSOCIATION
Date: July 19, 1996 By: /s/ MARGARET SPRUDE
--------------------
Name: Margaret Sprude
Title: Senior Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
1 Form of specimens of certificates representing
Class A Floating Rate Asset Backed Certificates,
Series 1996-A and Class B Floating Rate Asset
Backed Certificates, Series 1996-A.
2 Pooling and Servicing Agreement (included in N/A
Exhibit 4.1 to the Registrant's Form 8-K, as filed
with the Securities and Exchange Commission on
September 11, 1996, which is incorporated herein
by reference).
3 Series 1996-A Supplement to the Pooling and N/A
Servicing Agreement (included in Exhibit 4.2 to the
Registrant's Form 8-K, as filed with the Securities
and Exchange Commission on September 11, 1996, which
is incorporated herein by reference).
4 Prospectus Supplement dated July 15, 1996 N/A
together with the Prospectus dated July 15, 1996,
as filed with the Securities and Exchange
Commission on July 17, 1996, pursuant to Rule 424(b)(5)
is herein incorporated by reference.
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO BANK OF AMERICA NATIONAL ASSOCIATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
No. 1 $200,000,000
CUSIP NO. 055237AA9
BA MASTER CREDIT CARD TRUST
CLASS A FLOATING-RATE
ASSET BACKED CERTIFICATE, SERIES 1996-A
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)* credit card receivables generated or
acquired by Bank of America National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
- -------------------------------------------------------------------------------
Proceeds from the assets in the related Trust will be the only source of
payments on the Certificates. The Certificates do not represent an
obligation of or interest in the Transferor, BankAmerica Corporation, Bank of
America NT&SA or any of their affiliates. Neither the Certificates nor the
underlying Receivables or other assets of the Trust are insured or guaranteed
by any governmental agency or instrumentality or by BankAmerica Corporation,
Bank of America NT&SA or any of their affiliates.
- -------------------------------------------------------------------------------
- ------------------
*MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A. Inc., respectively.
<PAGE>
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Bank of America National
Association, a national banking association organized and existing under the
laws of the United States of America, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits of
the Collateral Interest, all proceeds of the foregoing and the other assets and
interests constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of July 19, 1996 as supplemented by the Series 1996-A Supplement dated
as of July 19, 1996 (collectively, as amended from time to time, the "Pooling
and Servicing Agreement"), by and between Bank of America National Association
as Transferor (the "Transferor") and as Servicer (the "Servicer"), and First
Bank National Association, as Trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth herein. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement.
The Series 1996-A Certificates are issued in two classes, the Class
A Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-A Certificates with the intention that the Series 1996-A
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 1996-A Certificateholder (or Series 1996-A Certificate Owner) by
acceptance of its Series 1996-A Certificate (or in the case of a Series 1996-A
Certificate Owner, by virtue of such Series 1996-A Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1996-A Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Series 1996-A Certificateholder agrees that it will
cause any Series 1996-A Certificate Owner acquiring an interest in a Series
1996-A Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1996-A Certificates as indebtedness for certain
tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, Bank of America National Association has caused this
Class A Certificate to be duly executed.
By: /s/ MARGARET SPRUDE
----------------------
Margaret Sprude
Authorized Officer
Date: July 19, 1996
<PAGE>
Trustee's Certificate of Authentication
---------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Series 1996-A Class A Certificates referred to in
the within-mentioned Pooling and Servicing Agreement.
FIRST BANK NATIONAL ASSOCIATION,
Trustee
By: /s/ LYNN STEINER
------------------------
Lynn Steiner
Authorized Signatory
<PAGE>
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO BANK OF AMERICA NATIONAL ASSOCIATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
No. 2 $200,000,000
CUSIP NO. 055237AA9
BA MASTER CREDIT CARD TRUST
CLASS A FLOATING-RATE
ASSET BACKED CERTIFICATE, SERIES 1996-A
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)** credit card receivables generated or
acquired by Bank of America National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
- -------------------------------------------------------------------------------
Proceeds from the assets in the related Trust will be the only source of
payments on the Certificates. The Certificates do not represent an
obligation of or interest in the Transferor, BankAmerica Corporation, Bank of
America NT&SA or any of their affiliates. Neither the Certificates nor the
underlying Receivables or other assets of the Trust are insured or guaranteed
by any governmental agency or instrumentality or by BankAmerica Corporation,
Bank of America NT&SA or any of their affiliates.
- -------------------------------------------------------------------------------
- ------------------
**MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A. Inc., respectively.
<PAGE>
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Bank of America National
Association, a national banking association organized and existing under the
laws of the United States of America, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits of
the Collateral Interest, all proceeds of the foregoing and the other assets and
interests constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of July 19, 1996 as supplemented by the Series 1996-A Supplement dated
as of July 19, 1996 (collectively, as amended from time to time, the "Pooling
and Servicing Agreement"), by and between Bank of America National Association
as Transferor (the "Transferor") and as Servicer (the "Servicer"), and First
Bank National Association, as Trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth herein. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement.
The Series 1996-A Certificates are issued in two classes, the Class
A Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-A Certificates with the intention that the Series 1996-A
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 1996-A Certificateholder (or Series 1996-A Certificate Owner) by
acceptance of its Series 1996-A Certificate (or in the case of a Series 1996-A
Certificate Owner, by virtue of such Series 1996-A Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1996-A Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Series 1996-A Certificateholder agrees that it will
cause any Series 1996-A Certificate Owner acquiring an interest in a Series
1996-A Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1996-A Certificates as indebtedness for certain
tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, Bank of America National Association has caused this
Class A Certificate to be duly executed.
By: /s/ MARGARET SPRUDE
----------------------
Margaret Sprude
Authorized Officer
Date: July 19, 1996
<PAGE>
Trustee's Certificate of Authentication
---------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Series 1996-A Class A Certificates referred to in
the within-mentioned Pooling and Servicing Agreement.
FIRST BANK NATIONAL ASSOCIATION,
Trustee
By: /s/ LYNN STEINER
------------------------
Lynn Steiner
Authorized Signatory
<PAGE>
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO BANK OF AMERICA NATIONAL ASSOCIATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
No. 3 $27,500,000
CUSIP NO. 055237AA9
BA MASTER CREDIT CARD TRUST
CLASS A FLOATING-RATE
ASSET BACKED CERTIFICATE, SERIES 1996-A
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)*** credit card receivables generated or
acquired by Bank of America National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
- -------------------------------------------------------------------------------
Proceeds from the assets in the related Trust will be the only source of
payments on the Certificates. The Certificates do not represent an
obligation of or interest in the Transferor, BankAmerica Corporation, Bank of
America NT&SA or any of their affiliates. Neither the Certificates nor the
underlying Receivables or other assets of the Trust are insured or guaranteed
by any governmental agency or instrumentality or by BankAmerica Corporation,
Bank of America NT&SA or any of their affiliates.
- -------------------------------------------------------------------------------
- ------------------
***MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A. Inc., respectively.
<PAGE>
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Bank of America National
Association, a national banking association organized and existing under the
laws of the United States of America, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits of
the Collateral Interest, all proceeds of the foregoing and the other assets and
interests constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of July 19, 1996 as supplemented by the Series 1996-A Supplement dated
as of July 19, 1996 (collectively, as amended from time to time, the "Pooling
and Servicing Agreement"), by and between Bank of America National Association
as Transferor (the "Transferor") and as Servicer (the "Servicer"), and First
Bank National Association, as Trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth herein. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement.
The Series 1996-A Certificates are issued in two classes, the Class
A Certificates (of which this certificate is one) and the Class B Certificates,
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-A Certificates with the intention that the Series 1996-A
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 1996-A Certificateholder (or Series 1996-A Certificate Owner) by
acceptance of its Series 1996-A Certificate (or in the case of a Series 1996-A
Certificate Owner, by virtue of such Series 1996-A Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1996-A Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Series 1996-A Certificateholder agrees that it will
cause any Series 1996-A Certificate Owner acquiring an interest in a Series
1996-A Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1996-A Certificates as indebtedness for certain
tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, Bank of America National Association has caused this
Class A Certificate to be duly executed.
By: /s/ MARGARET SPRUDE
----------------------
Margaret Sprude
Authorized Officer
Date: July 19, 1996
<PAGE>
Trustee's Certificate of Authentication
---------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Series 1996-A Class A Certificates referred to in
the within-mentioned Pooling and Servicing Agreement.
FIRST BANK NATIONAL ASSOCIATION,
Trustee
By: /s/ LYNN STEINER
------------------------
Lynn Steiner
Authorized Signatory
<PAGE>
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO BANK OF AMERICA NATIONAL ASSOCIATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
No. 1 $32,500,000
CUSIP NO. 055237AB7
BA MASTER CREDIT CARD TRUST
CLASS A FLOATING-RATE
ASSET BACKED CERTIFICATE, SERIES 1996-A
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)* credit card receivables generated or
acquired by Bank of America National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
- -------------------------------------------------------------------------------
Proceeds from the assets in the related Trust will be the only source of
payments on the Certificates. The Certificates do not represent an
obligation of or interest in the Transferor, BankAmerica Corporation, Bank of
America NT&SA or any of their affiliates. Neither the Certificates nor the
underlying Receivables or other assets of the Trust are insured or guaranteed
by any governmental agency or instrumentality or by BankAmerica Corporation,
Bank of America NT&SA or any of their affiliates.
- -------------------------------------------------------------------------------
- ------------------
*MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A. Inc., respectively.
<PAGE>
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Bank of America National
Association, a national banking association organized and existing under the
laws of the United States of America, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits of
the Collateral Interest, all proceeds of the foregoing and the other assets and
interests constituting the Trust pursuant to a Pooling and Servicing Agreement
dated as of July 19, 1996 as supplemented by the Series 1996-A Supplement dated
as of July 19, 1996 (collectively, as amended from time to time the "Pooling and
Servicing Agreement"), by and between Bank of America National Association as
Transferor (the "Transferor") and as Servicer (the "Servicer"), and First Bank
National Association, as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth herein. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement.
The Series 1996-A Certificates are issued in two classes, the Class
A Certificates and the Class B Certificates (of which this certificate is one),
which are subordinated to the Class A Certificates in certain rights of payment
as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-A Certificates with the intention that the Series 1996-A
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 1996-A Certificateholder (or Series 1996-A Certificate Owner) by
acceptance of its Series 1996-A Certificate (or in the case of a Series 1996-A
Certificate owner, by virtue of such Series 1996-A Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1996-A Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Series 1996-A Certificateholder agrees that it will
cause any Series 1996-A Certificate owner acquiring an interest in a Series
1996-A Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 1996-A Certificates as indebtedness for certain
tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, Bank of America National Association has caused
this Class B Certificate to be duly executed.
By: /s/ MARGARET SPRUDE
----------------------
Margaret Sprude
Authorized Officer
Date: July 19, 1996
<PAGE>
Trustee's Certificate of Authentication
---------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Series 1996-A Class B Certificates referred to in
the within-mentioned Pooling and Servicing Agreement.
FIRST BANK NATIONAL ASSOCIATION,
Trustee
By: /s/ LYNN STEINER
------------------------
Lynn Steiner
Authorized Signatory
