SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 2, 1998
Bank of America, National Association (USA)
(Exact name of registrant as specified in its charter)
on behalf of
BA Master Credit Card Trust
United States 333-66193 86-0645265
------------- --------- ----------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
Incorporation) Number
1825 East Buckeye Road
Phoenix, Arizona 85034
---------------------------------- ------------------------
(Address of Principal (Zip Code)
Executive Office)
Registrant's telephone number, including area code (704) 386-4103
N/A
--------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item. 1. Not Applicable
Item. 2. Effective September 2, 1998, Bank of America National Association
USA ("Bank of America"), pursuant to the Pooling and Servicing
Agreement dated as of July 19, 1996 designated additional
accounts of Bank of America to be included as Accounts (the
"Additional Accounts") and conveyed the Receivables of such
Additional Accounts, whether now existing or hereafter created,
to the BA Master Credit Card Trust (the "Trust").
On May 3, 1999 Bank of America, pursuant to the Pooling and
Servicing Agreement dated as of July 19, 1996 designated
additional accounts of Bank of America as Additional Accounts
and conveyed the Receivables of such Additional Accounts, whether
now existing or hereafter created, to the Trust.
Item. 3. Not Applicable
Item. 4. Not Applicable
Item 5. On the close of business on March 31, 1999 Bank of America,
National Association changed its name to Bank of America,
National Association (USA).
Item 6. Not Applicable.
Item 7. Exhibits.
4.1 Assignment No. 3 of Receivables in Additional Accounts
dated as of September 2, 1998.
4.2 Assignment No. 4 of Receivables in Additional Accounts
dated as of May 3, 1999.
Item. 8. Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
BANK OF AMERICA,
NATIONAL ASSOCIATION
On behalf of the BA Master Credit Card Trust
By: /s/Jefferson Z. Davis
-----------------------
Name: Jefferson Z. Davis
Title: Vice President
<PAGE>
EXHIBIT INDEX
-------------
4.1 Assignment No. 3 of Receivables in Additional Accounts dated as of
September 2, 1998.
4.2 Assignment No. 4 of Receivables in Additional Accounts dated as of
May 3, 1999.
<PAGE>
Exhibit 4.1
EXECUTION COPY
ASSIGNMENT NO. 3 OF RECEIVABLES IN ADDITIONAL ACCOUNTS
------------------------------------------------------
ASSIGNMENT NO. 3 OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this
"Assignment"), dated as of September 2, 1998, by and between Bank of America
National Association, a national banking association, as Transferor and Servicer
("Bank of America"), and U.S. Bank National Association (formerly known as First
Bank National Association) (the "Trustee"), pursuant to the Pooling and
Servicing Agreement referred to below.
W I T N E S S E T H:
----------------------------
WHEREAS, Bank of America and the Trustee are parties to the Pooling
and Servicing Agreement, dated as of July 19, 1996 (hereinafter as such
agreement may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, Bank of
America wishes to designate Additional Accounts of Bank of America to be
included as Accounts and to convey the Receivables of such Additional Accounts,
whether now existing or hereafter created, to the Trust as part of the corpus of
the Trust (as each such term is defined in the Pooling and Servicing Agreement);
and
WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, Bank of America and the Trustee hereby agree as
follows:
1. Defined Terms. All terms defined in the Pooling and Servicing
--------------
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.
"Addition Cut-Off Date" shall mean, with respect to the Additional Accounts
---------------------
transferred hereby, August 28, 1998.
"Addition Date" shall mean, with respect to the Additional Accounts
--------------
transferred hereby, September 2, 1998.
-
"Notice Date" shall mean, with respect to the Additional Accounts
------------
designated hereby, August 18, 1998 (which shall be a date on or prior to the
fifth Business Day prior to the Addition Date with respect to additions pursuant
to subsection 2.06(a) of the Pooling and Servicing Agreement and the tenth
Business Day prior to the Addition Date with respect to additions pursuant to
subsection 2.06(b) of the Pooling and Servicing Agreement).
<PAGE>
2. Designation of Additional Accounts. Bank of America does hereby
-------------------------------------
deliver herewith to the Trustee a computer file or microfiche list containing a
true and complete list of each MasterCard and VISA account which was designated
on the Addition Cut-Off Date to be an Additional Account (the "Additional
Accounts"), such accounts being identified by account number and by the amount
of Receivables in such accounts at the beginning of the day on the Addition
Cut-Off Date. Such list shall be marked as Schedule 1 to this Assignment and,
as of the Addition Date, shall be incorporated into and made a part of this
Assignment.
3. Conveyance of Receivables.
---------------------------
(a) Bank of America does hereby transfer, assign, set-over and
otherwise convey to the Trust for the benefit of the Certificateholders, without
recourse on and after the Addition Date, all right, title and interest of Bank
of America in and to the Receivables existing as of the close of business on the
Addition Cut-Off Date and thereafter created in the Additional Accounts
designated hereby, all monies due or to become due with respect thereto
(including all Finance Charge Receivables) and all proceeds of such Receivables,
Insurance Proceeds relating to such Receivables and the proceeds thereof.
(b) In connection with such transfer, assignment, set-over and
conveyance, Bank of America agrees to record and file, at its own expense,
financing statements with respect to the Receivables now existing and hereafter
created in the Additional Accounts designated hereby (which may be a single
financing statement with respect to each location for filing with respect to all
such Receivables) for the transfer of accounts as defined in Section 9-106 of
the UCC as in effect in the applicable jurisdiction meeting the requirements of
applicable state law in such manner and such jurisdictions as are necessary to
perfect the assignment of such Receivables to the Trust, and to deliver a
file-stamped copy of such financing statements or other evidence of such filing
(which may, for purposes of this Section 3, consist of telephone confirmation of
such filing) to the Trustee on or prior to the date of this Agreement.
(c) In connection with such transfer, Bank of America further
agrees, at its own expense, on or prior to the date of this Assignment to
indicate in its computer files that Receivables created in connection with the
Additional Accounts designated hereby have been transferred to the Trust
pursuant to this Assignment for the benefit of the Certificateholders.
(d) If, and to the extent that, the transfer provided hereby is
not deemed to be a sale or if for any reason any Receivable is held to be
property of Bank of America, then Bank of America hereby grants to the Trustee a
first priority perfected security interest in all of Bank of America's right,
title and interest, whether now owned or hereafter acquired, in, to and under
the Receivables existing as of the close of business on the Addition Cut-Off
Date and thereafter created in the Additional Accounts, all monies due or to
become due with respect to such Receivables (including all Finance Charge
Receivables), all proceeds of such Receivables and all Insurance Proceeds
relating to such Receivables, and all proceeds of any of the foregoing and, in
such case, this Agreement shall constitute a security agreement under applicable
law.
4. Acceptance by Trustee. The Trustee hereby acknowledges its
-----------------------
acceptance on behalf of the Trust for the benefit of the Certificateholders of
all right, title and interest previously held by Bank of America in and to the
Receivables now existing and hereafter created, and declares that it shall
maintain such right, title and interest, upon the Trust herein set forth, for
the benefit of all Certificateholders.
5. Representations and Warranties of Bank of America. Bank of
-----------------------------------------------------
America hereby represents and warrants to the Trust as of the Addition Date:
(a) Legal Valid and Binding Obligation. This Assignment
--------------------------------------
constitutes a legal, valid and binding obligation of Bank of America enforceable
against Bank of America in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and the rights of
creditors of national banking associations and except as such enforceability may
be limited by general principles of equity (whether considered in a suit at law
or in equity).
(b) Eligibility of Accounts and Receivables. Each Additional
-------------------------------------------
Account designated hereby is an Eligible Account as of the Addition Cut-Off
Date, and each Receivable in such Additional Account is an Eligible Receivable
as of the Addition Cut-Off Date.
(c) Selection Procedures. No selection procedures believed by
---------------------
Bank of America to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Additional Accounts designated
hereby from the available Eligible Accounts in the Identified Pool.
(d) Insolvency. Bank of America is not insolvent and, after
----------
giving effect to the conveyance set forth in Section 3 of this Assignment, will
not be insolvent.
(e) Security Interest. This Assignment constitutes either: (i) a
------------------
valid transfer and assignment to the Trust of all right, title and interest of
Bank of America in and to Receivables existing as of the beginning of the day on
the Addition Cut-Off Date, and hereafter created from time to time arising in
connection with the Additional Accounts designated hereby, all monies due or to
become due with respect to such Receivables (including all Finance Charge
Receivables), all amounts received with respect thereto and Insurance Proceeds
relating to such Receivables and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of any of the foregoing and Insurance
Proceeds relating thereto will be held by the Trust free and clear of any Lien
of any Person claiming through or under Bank of America or any of its
Affiliates, except for (A) Liens permitted under subsection 2.05(b) of the
Pooling and Servicing Agreement, (B) the interest of Bank of America as Holder
of the Transferor Certificate and (C) Bank of America's right to receive
interest accruing on, and investment earnings in respect of, the Finance Charge
Account and the Principal Account, or any Series Account as provided in the
Pooling and Servicing Agreement and any related Supplement or (ii) a grant of a
security interest (as defined in the UCC as in effect in the applicable
jurisdiction), in such property to the Trust, which is enforceable with respect
to then existing Receivables of the Additional Accounts, all monies due or to
become due with respect to such Receivables (including all Finance Charge
Receivables), all amounts received with respect thereto and Insurance Proceeds
relating to such Receivables and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of any of the foregoing upon the
conveyance of such Receivables to the Trust, and which will be enforceable with
respect to the Receivables thereafter created in respect of Additional Accounts
relating to Bank of America conveyed designated hereby, and Insurance Proceeds
relating to such Receivables and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of any of the foregoing upon such
creation; and (iii) if the Assignment constitutes the grant of a security
interest to the Trust in such property, upon the filing of the financing
statements as described in Section 3 of this Assignment with respect to such
Additional Accounts designated hereby and in the case of the Receivables in such
Additional Accounts thereafter created, all monies due or to become due with
respect to such Receivables (including all Finance Charge Receivables), all
amounts received with respect thereto, and Insurance Proceeds relating to such
Receivables and all proceeds (as defined in the UCC as in effect in the
applicable jurisdiction) of any of the foregoing, upon such creation, the Trust
shall have a first priority perfected security interest in such property
(subject to Section 9-306 of the UCC as in effect in the applicable
jurisdiction), except for Liens permitted under subsection 2.05(b) of the
Pooling and Servicing Agreement
6. Conditions Precedent. The acceptance by the Trustee set forth
---------------------
in Section 4 and the amendment of the Pooling and Servicing Agreement set forth
in Section 7 are subject to the satisfaction, on or prior to the Addition Date,
of the following conditions precedent:
(a) Officer's Certificate. Bank of America shall have delivered
----------------------
to the Trustee a certificate of a Vice President or more senior officer
substantially in the form of Schedule 2 hereto, certifying that (i) all
requirements set forth in Section 2.06 of the Pooling and Servicing Agreement
for designating Additional Accounts and conveying the Principal Receivables of
such Account, whether now existing or hereafter created, have been satisfied and
(ii) each of the representations and warranties made by Bank of America in
Section 5 is true and correct as of the Addition Date. The Trustee may
conclusively rely on such Officer's Certificate, shall have no duty to make
inquiries with regard to the matters set forth therein, and shall incur no
liability in so relying.
(b) Opinion of Counsel. Bank of America shall have delivered to
--------------------
the Trustee an Opinion of Counsel with respect to the Additional Accounts
designated hereby substantially in the form of Exhibit E to the Pooling and
Servicing Agreement.
(c) Confirmation from Rating Agencies. Bank of America shall have
------------------------------------
received notice from Fitch, Moody's and Standard & Poor's that the inclusion of
such accounts as Additional Accounts will not result in the reduction or
withdrawal of its then existing rating of any Series of Investor Certificates
then issued and outstanding.
(d) Additional Information. Bank of America shall have delivered
-----------------------
to the Trustee such information as was reasonably requested by the Trustee to
satisfy itself as to the accuracy of the representation and warranty set forth
in subsection 5(d) to this Agreement.
7. Amendment of the Pooling and Servicing Agreement. The Pooling
-------------------------------------------------
and Servicing Agreement is hereby amended to provide that all references therein
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall
be deemed from and after the Addition Date to be a dual reference to the Pooling
and Servicing Agreement as supplemented by this Assignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions to the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with its terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or a consent to
noncompliance with any term or provisions of the Pooling and Servicing
Agreement.
8. Counterparts. This Assignment may be executed in two or more
------------
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
9. Governing Law. This Agreement shall be governed by and
--------------
construed in accordance with the laws of the State of New York, without regard
to its conflict of law provisions.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Receivables in Additional Accounts to be duly executed and delivered by their
respective duly authorized officers on the day and year first above written.
BANK OF AMERICA NATIONAL
ASSOCIATION (USA) (as successor to Bank of
America National Association),
as Transferor and Servicer
By: /s/Margaret A. Sprude
-------------------------
Name: Margaret A. Sprude
Title: Chief Financial Officer and
Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National
Association), as Trustee
By: /s/Lynn M. Steiner
----------------------
Name: Lynn M. Steiner
Title: Vice President
[Signature Page to Assignment No. 3 of Receivables in Additional Accounts]
<PAGE>
Exhibit 4.2
EXECUTION COPY
ASSIGNMENT NO. 4 OF RECEIVABLES IN ADDITIONAL ACCOUNTS
------------------------------------------------------
ASSIGNMENT NO. 4 OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this
"Assignment"), dated as of May 3, 1999, by and between Bank of America National
Association (USA) (as successor to Bank of America National Association), a
national banking association, as Transferor and Servicer ("Bank of America"),
and U.S. Bank National Association (formerly known as First Bank National
Association) (the "Trustee"), pursuant to the Pooling and Servicing Agreement
referred to below.
W I T N E S S E T H:
----------------------------
WHEREAS, Bank of America and the Trustee are parties to the Pooling
and Servicing Agreement, dated as of July 19, 1996 (hereinafter as such
agreement may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, Bank of
America wishes to designate Additional Accounts of Bank of America to be
included as Accounts and to convey the Receivables of such Additional Accounts,
whether now existing or hereafter created, to the Trust as part of the corpus of
the Trust (as each such term is defined in the Pooling and Servicing Agreement);
and
WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, Bank of America and the Trustee hereby agree as
follows:
1. Defined Terms. All terms defined in the Pooling and Servicing
--------------
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.
"Addition Cut-Off Date" shall mean, with respect to the Additional Accounts
---------------------
transferred hereby, April 30, 1999.
"Addition Date" shall mean, with respect to the Additional Accounts
--------------
transferred hereby, May 3, 1999.
-
"Notice Date" shall mean, with respect to the Additional Accounts
------------
designated hereby, April 16, 1999 (which shall be a date on or prior to the
fifth Business Day prior to the Addition Date with respect to additions pursuant
to subsection 2.06(a) of the Pooling and Servicing Agreement and the tenth
Business Day prior to the Addition Date with respect to additions pursuant to
subsection 2.06(b) of the Pooling and Servicing Agreement).
<PAGE>
2. Designation of Additional Accounts. Bank of America does hereby
-------------------------------------
deliver herewith to the Trustee a computer file or microfiche list containing a
true and complete list of each MasterCard and VISA account which was designated
on the Addition Cut-Off Date to be an Additional Account (the "Additional
Accounts"), such accounts being identified by account number and by the amount
of Receivables in such accounts at the beginning of the day on the Addition
Cut-Off Date. Such list shall be marked as Schedule 1 to this Assignment and,
as of the Addition Date, shall be incorporated into and made a part of this
Assignment.
3. Conveyance of Receivables.
---------------------------
(a) Bank of America does hereby transfer, assign, set-over and
otherwise convey to the Trustee for the benefit of the Certificateholders,
without recourse on and after the Addition Date, all right, title and interest
of Bank of America in and to the Receivables existing as of the close of
business on the Addition Cut-Off Date and thereafter created in the Additional
Accounts designated hereby, all monies due or to become due with respect thereto
(including all Finance Charge Receivables) and all proceeds of such Receivables,
Insurance Proceeds relating to such Receivables and the proceeds thereof.
(b) In connection with such transfer, assignment, set-over and
conveyance, Bank of America agrees to record and file, at its own expense,
financing statements with respect to the Receivables now existing and hereafter
created in the Additional Accounts designated hereby (which may be a single
financing statement with respect to each location for filing with respect to all
such Receivables) for the transfer of accounts as defined in Section 9-106 of
the UCC as in effect in the applicable jurisdiction meeting the requirements of
applicable state law in such manner and such jurisdictions as are necessary to
perfect the assignment of such Receivables to the Trustee, and to deliver a
file-stamped copy of such financing statements or other evidence of such filing
(which may, for purposes of this Section 3, consist of telephone confirmation of
such filing) to the Trustee on or prior to the date of this Agreement.
(c) In connection with such transfer, Bank of America further
agrees, at its own expense, on or prior to the date of this Assignment to
indicate in its computer files that Receivables created in connection with the
Additional Accounts designated hereby have been transferred to the Trust
pursuant to this Assignment for the benefit of the Certificateholders.
(d) If, and to the extent that, the transfer provided hereby is
not deemed to be a sale or if for any reason any Receivable is held to be
property of Bank of America, then Bank of America hereby grants to the Trustee a
first priority perfected security interest in all of Bank of America's right,
title and interest, whether now owned or hereafter acquired, in, to and under
the Receivables existing as of the close of business on the Addition Cut-Off
Date and thereafter created in the Additional Accounts, all monies due or to
become due with respect to such Receivables (including all Finance Charge
Receivables), all proceeds of such Receivables and all Insurance Proceeds
relating to such Receivables, and all proceeds of any of the foregoing and, in
such case, this Agreement shall constitute a security agreement under applicable
law.
4. Acceptance by Trustee. The Trustee hereby acknowledges its
-----------------------
acceptance on behalf of the Trust for the benefit of the Certificateholders of
all right, title and interest previously held by Bank of America in and to the
Receivables now existing and hereafter created, and declares that it shall
maintain such right, title and interest, upon the Trust herein set forth, for
the benefit of all Certificateholders.
5. Representations and Warranties of Bank of America. Bank of
-----------------------------------------------------
America hereby represents and warrants to the Trust as of the Addition Date:
(a) Legal Valid and Binding Obligation. This Assignment
--------------------------------------
constitutes a legal, valid and binding obligation of Bank of America enforceable
against Bank of America in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and the rights of
creditors of national banking associations and except as such enforceability may
be limited by general principles of equity (whether considered in a suit at law
or in equity).
(b) Eligibility of Accounts and Receivables. Each Additional
-------------------------------------------
Account designated hereby is an Eligible Account as of the Addition Cut-Off
Date, and each Receivable in such Additional Account is an Eligible Receivable
as of the Addition Cut-Off Date.
(c) Selection Procedures. No selection procedures believed by
---------------------
Bank of America to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Additional Accounts designated
hereby from the available Eligible Accounts in the Identified Pool.
(d) Insolvency. Bank of America is not insolvent and, after
----------
giving effect to the conveyance set forth in Section 3 of this Assignment, will
not be insolvent.
(e) Security Interest. This Assignment constitutes either: (i) a
------------------
valid transfer and assignment to the Trust of all right, title and interest of
Bank of America in and to Receivables existing as of the beginning of the day on
the Addition Cut-Off Date, and hereafter created from time to time arising in
connection with the Additional Accounts designated hereby, all monies due or to
become due with respect to such Receivables (including all Finance Charge
Receivables), all amounts received with respect thereto and Insurance Proceeds
relating to such Receivables and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of any of the foregoing and Insurance
Proceeds relating thereto will be held by the Trust free and clear of any Lien
of any Person claiming through or under Bank of America or any of its
Affiliates, except for (A) Liens permitted under subsection 2.05(b) of the
Pooling and Servicing Agreement, (B) the interest of Bank of America as Holder
of the Transferor Certificate and (C) Bank of America's right to receive
interest accruing on, and investment earnings in respect of, the Finance Charge
Account and the Principal Account, or any Series Account as provided in the
Pooling and Servicing Agreement and any related Supplement or (ii) a grant of a
security interest (as defined in the UCC as in effect in the applicable
jurisdiction), in such property to the Trust, which is enforceable with respect
to then existing Receivables of the Additional Accounts, all monies due or to
become due with respect to such Receivables (including all Finance Charge
Receivables), all amounts received with respect thereto and Insurance Proceeds
relating to such Receivables and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of any of the foregoing upon the
conveyance of such Receivables to the Trust, and which will be enforceable with
respect to the Receivables thereafter created in respect of Additional Accounts
relating to Bank of America conveyed designated hereby, and Insurance Proceeds
relating to such Receivables and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of any of the foregoing upon such
creation; and (iii) if the Assignment constitutes the grant of a security
interest to the Trust in such property, upon the filing of the financing
statements as described in Section 3 of this Assignment with respect to such
Additional Accounts designated hereby and in the case of the Receivables in such
Additional Accounts thereafter created, all monies due or to become due with
respect to such Receivables (including all Finance Charge Receivables), all
amounts received with respect thereto, and Insurance Proceeds relating to such
Receivables and all proceeds (as defined in the UCC as in effect in the
applicable jurisdiction) of any of the foregoing, upon such creation, the Trust
shall have a first priority perfected security interest in such property
(subject to Section 9-306 of the UCC as in effect in the applicable
jurisdiction), except for Liens permitted under subsection 2.05(b) of the
Pooling and Servicing Agreement
6. Conditions Precedent. The acceptance by the Trustee set forth
---------------------
in Section 4 and the amendment of the Pooling and Servicing Agreement set forth
in Section 7 are subject to the satisfaction, on or prior to the Addition Date,
of the following conditions precedent:
(a) Officer's Certificate. Bank of America shall have delivered
----------------------
to the Trustee a certificate of a Vice President or more senior officer
substantially in the form of Schedule 2 hereto, certifying that (i) all
requirements set forth in Section 2.06 of the Pooling and Servicing Agreement
for designating Additional Accounts and conveying the Principal Receivables of
such Account, whether now existing or hereafter created, have been satisfied and
(ii) each of the representations and warranties made by Bank of America in
Section 5 is true and correct as of the Addition Date. The Trustee may
conclusively rely on such Officer's Certificate, shall have no duty to make
inquiries with regard to the matters set forth therein, and shall incur no
liability in so relying.
(b) Opinion of Counsel. Bank of America shall have delivered to
--------------------
the Trustee an Opinion of Counsel with respect to the Additional Accounts
designated hereby substantially in the form of Exhibit E to the Pooling and
Servicing Agreement.
(c) Confirmation from Rating Agencies. Bank of America shall have
------------------------------------
received notice from Fitch, Moody's and Standard & Poor's that the inclusion of
such accounts as Additional Accounts will not result in the reduction or
withdrawal of its then existing rating of any Series of Investor Certificates
then issued and outstanding.
(d) Additional Information. Bank of America shall have delivered
-----------------------
to the Trustee such information as was reasonably requested by the Trustee to
satisfy itself as to the accuracy of the representation and warranty set forth
in subsection 5(d) to this Agreement.
7. Amendment of the Pooling and Servicing Agreement. The Pooling
-------------------------------------------------
and Servicing Agreement is hereby amended to provide that all references therein
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall
be deemed from and after the Addition Date to be a dual reference to the Pooling
and Servicing Agreement as supplemented by this Assignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions to the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with its terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or a consent to
noncompliance with any term or provisions of the Pooling and Servicing
Agreement.
8. Counterparts. This Assignment may be executed in two or more
------------
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
9. Governing Law. This Agreement shall be governed by and
--------------
construed in accordance with the laws of the State of New York, without regard
to its conflict of law provisions.
IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Receivables in Additional Accounts to be duly executed and delivered by their
respective duly authorized officers on the day and year first above written.
BANK OF AMERICA NATIONAL
ASSOCIATION (USA)(as successor to Bank
of America National Association),
as Transferor and Servicer
By: /s/Margaret A. Sprude
-------------------------
Name: Margaret A. Sprude
Title: Chief Financial Officer and
Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National
Association), as Trustee
By: /s/Lynn M. Steiner
------------------
Name: Lynn M. Steiner
Title: Vice President
[Signature Page to Assignment No. 4 of Receivables in Additional Accounts]
