BA CREDIT CARD TRUST

 

ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		8
	Section 101.	Definitions	8
	Section 102.	Compliance Certificates and Opinions	26
	Section 103.	Form of Documents Delivered to Indenture Trustee	27
	Section 104.	Acts of Noteholders	27
	Section 106.	Notices to Noteholders; Waiver	29
	Section 107.	Conflict with Trust Indenture Act	30
	Section 108.	Effect of Headings and Table of Contents	30
	Section 109.	Successors and Assigns	30
	Section 110.	Separability	30
	Section 111.	Benefits of Indenture	30
	Section 112.	Governing Law; Submission to Jurisdiction; Agent for Service of Process	30
	Section 113.	Counterparts	31
	Section 114.	Indenture Referred to in the Trust Agreement	31
	Section 115.	Legal Holidays	31
ARTICLE II	NOTE FORMS		32
	Section 201.	Forms Generally	32
	Section 202.	Forms of Notes	32
	Section 203.	Form of Indenture Trustee's Certificate of Authentication	32
	Section 204.	Notes Issuable in the Form of a Global Note	33
	Section 205.	Temporary Global Notes and Permanent Global Notes	35
	Section 206.	Beneficial Ownership of Global Notes	36
	Section 207.	Notices to Depository	37
ARTICLE III	THE NOTES		38
	Section 301.	General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche	38
	Section 302.	Denominations	41
	Section 303.	Execution, Authentication and Delivery and Dating	41
	Section 304.	Temporary Notes	42
	Section 305.	Registration, Transfer and Exchange	42
	Section 306.	Mutilated, Destroyed, Lost and Stolen Notes	45
	Section 307.	Payment of Interest; Interest Rights Preserved	45
	Section 308.	Persons Deemed Owners	46
	Section 309.	Cancellation	46
	Section 310.	New Issuances of Notes	46

	Section 311.	Specification of Required Subordinated Amount and other Terms with Respect to each Tranche	48
	Section 312.	Reallocation Groups	48
	Section 313.	Excess Available Funds Sharing Groups	48
ARTICLE IV	ACCOUNTS AND INVESTMENTS		50
	Section 401.	Collections	50
	Section 402.	Accounts	50
	Section 403.	Investment of Funds in the Accounts	51
ARTICLE V	ALLOCATIONS, DEPOSITS AND PAYMENTS		53
	Section 501.	Allocations of Available Funds	53
	Section 502.	Allocations of Available Principal Amounts	53
	Section 503.	Final Payment	53
	Section 504.	Payments within a Series, Class or Tranche	54
	Section 505.	Allocations of Collections of Finance Charge Receivables Allocable to the Segregated Transferor Interest	54
ARTICLE VI	SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER		55
	Section 601.	Satisfaction and Discharge of Indenture	55
	Section 602.	Application of Trust Money	55
	Section 603.	Cancellation of Notes Held by the Issuer	56
ARTICLE VII	EVENTS OF DEFAULT AND REMEDIES		57
	Section 701.	Events of Default	57
	Section 702.	Acceleration of Maturity; Rescission and Annulment	58
	Section 703.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	59
	Section 704.	Indenture Trustee May File Proofs of Claim	60
	Section 705.	Indenture Trustee May Enforce Claims Without Possession of Notes	61
	Section 706.	Application of Money Collected	61
	Section 707.	Indenture Trustee May Elect to Hold the Collateral Certificate	61
	Section 708.	Sale of Receivables for Accelerated Notes	61
	Section 709.	Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee	62
	Section 710.	Limitation on Suits	62
	Section 711.	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse	62
	Section 712.	Restoration of Rights and Remedies	63
	Section 713.	Rights and Remedies Cumulative	63

	Section 714.	Delay or Omission Not Waiver	63
	Section 715.	Control by Noteholders	63
	Section 716.	Waiver of Past Defaults	64
	Section 717.	Undertaking for Costs	64
	Section 718.	Waiver of Stay or Extension Laws	64
ARTICLE VIII	THE INDENTURE TRUSTEE		65
	Section 801.	Certain Duties and Responsibilities	65
	Section 802.	Notice of Defaults	66
	Section 803.	Certain Rights of Indenture Trustee	66
	Section 804.	Not Responsible for Recitals or Issuance of Notes	67
	Section 805.	May Hold Notes	67
	Section 806.	Money Held in Trust	68
	Section 807.	Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity	68
	Section 808.	Disqualification; Conflicting Interests	68
	Section 809.	Corporate Indenture Trustee Required; Eligibility	68
	Section 810.	Resignation and Removal; Appointment of Successor	69
	Section 811.	Acceptance of Appointment by Successor	70
	Section 812.	Merger, Conversion, Consolidation or Succession to Business	71
	Section 813.	Preferential Collection of Claims Against Issuer	71
	Section 814.	Appointment of Authenticating Agent	72
	Section 815.	Tax Returns	73
	Section 816.	Representations and Covenants of the Indenture Trustee	74
	Section 817.	Custody of the Collateral	74
	Section 818.	Indenture Trustee's Application for Instructions from the Issuer	74
ARTICLE IX	NOTEHOLDERS' MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND BENEFICIARY		75
	Section 901.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	75
	Section 902.	Preservation of Information; Communications to Noteholders	75
	Section 903.	Reports by Indenture Trustee	76
	Section 904.	Meetings of Noteholders; Amendments and Waivers	77
	Section 905.	Reports by Issuer to the Commission	78
	Section 906.	Reports by Indenture Trustee	79
	Section 907.	Monthly Noteholders' Statement	79
	Section 908.	Payment Instruction to Master Trust	79
ARTICLE X	INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND AMENDMENTS TO THE TRUST AGREEMENT		80

	Section 1001.	Supplemental Indentures Without Consent of Noteholders	80
	Section 1002.	Supplemental Indentures with Consent of Noteholders	81
	Section 1003.	Execution of Indenture Supplements	83
	Section 1004.	Effect of Indenture Supplements	83
	Section 1005.	Conformity with Trust Indenture Act	83
	Section 1006.	Reference in Notes to Indenture Supplements	83
	Section 1007.	Amendments to the Pooling and Servicing Agreement	83
	Section 1008.	Amendments to the Trust Agreement	84
	Section 1009.	Notice	84
ARTICLE XI	REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER		86
	Section 1101.	Payment of Principal and Interest	86
	Section 1102.	Maintenance of Office or Agency	86
	Section 1103.	Money for Note Payments to Be Held in Trust	86
	Section 1104.	Statement as to Compliance	88
	Section 1105.	Legal Existence	88
	Section 1106.	Further Instruments and Acts	88
	Section 1107.	Compliance with Laws	88
	Section 1108.	Notice of Events of Default	88
	Section 1109.	Certain Negative Covenants	89
	Section 1110.	No Other Business	89
	Section 1111.	No Borrowing	89
	Section 1112.	Rule 144A Information	89
	Section 1113.	Performance of Obligations; Servicing of Receivables	89
	Section 1114.	Issuer May Consolidate, Etc., Only on Certain Terms	90
	Section 1115.	Successor Substituted	92
	Section 1116.	Guarantees, Loans, Advances and Other Liabilities	92
	Section 1117.	Capital Expenditures	92
	Section 1118.	Restricted Payments	93
ARTICLE XII	EARLY REDEMPTION OF NOTES		94
	Section 1201.	Applicability of Article	94
	Section 1202.	Optional ▇▇▇▇▇▇▇▇▇▇	▇▇
	Section 1203.	Notice	95
ARTICLE XIII	COLLATERAL		96
	Section 1301.	Recording, Etc	96
	Section 1302.	Trust Indenture Act Requirements	97
	Section 1303.	Suits to Protect the Collateral	97
	Section 1304.	Purchaser Protected	98
	Section 1305.	Powers Exercisable by Receiver or Indenture Trustee	98
	Section 1306.	Determinations Relating to Collateral	98

	Section 1307.	Release of Collateral	99
	Section 1308.	Certain Actions by Indenture Trustee	99
	Section 1309.	Opinions as to Collateral	99
	Section 1310.	Delegation of Duties	100
ARTICLE XIV	MISCELLANEOUS		101
	Section 1401.	No Petition	101
	Section 1402.	Trust Obligations	101
	Section 1403.	Limitations on Liability	101
	Section 1404.	Tax Treatment	102
	Section 1405.	Actions Taken by the Issuer	102
	Section 1406.	Alternate Payment Provisions	102
	Section 1407.	Termination of Issuer	102
	Section 1408.	Final Distribution	102
	Section 1409.	Termination Distributions	103
	Section 1410.	Derivative Counterparty as Third-Party Beneficiary	103
ARTICLE XV	COMPLIANCE WITH REGULATION AB		104
	Section 1501.	Intent of the Parties; Reasonableness	104
	Section 1502.	Additional Representations and Warranties of the Indenture Trustee	104
	Section 1503.	Information to Be Provided by the Indenture Trustee	104
	Section 1504.	Report on Assessment of Compliance and Attestation	105
ARTICLE XVI	INDENTURE SUPPLEMENTS AND TERMS DOCUMENTS		107
	Section 1601.	Qualified Accounts	107

 

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EXHIBIT A	[FORM OF] PAYMENT INSTRUCTIONS
EXHIBIT B	[FORM OF] MONTHLY NOTEHOLDERS' STATEMENT
EXHIBIT C	[FORM OF] INVESTMENT LETTER
EXHIBIT D‑1	[FORM OF] CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE
EXHIBIT D‑2	[FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY [·] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS
EXHIBIT D‑3	[FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER
EXHIBIT E	[FORM OF] ANNUAL CERTIFICATION
EXHIBIT F	[FORM OF] SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

 

 

 

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RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
ACT OF 1939 AND INDENTURE PROVISIONS*

 

	Trust Indenture    Act Section	Indenture Section
	310(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10
	(a)(4)	Not Applicable
	(a)(5)	6.11
	(b)	6.08, 6.11
	(c)	Not Applicable
	311(a)	6.12
	(b)	6.12
	(c)	Not Applicable
	312(a)	7.01, 7.02(a)
	(b)	7.02(b)
	(c)	7.02(c)
	313(a)	7.04
	(b)	7.04
	(c)	7.03, 7.04
	(d)	7.04
	314(a)	3.09, 7.03(a)
	(b)	3.06
	(c)(1)	2.11, 8.09(c), 12.01(a)
	(c)(2)	2.11, 8.09(c), 12.01(a)
	(c)(3)	2.11, 8.09(c), 12.01(a)
	(d)(1)	2.11, 8.09(c), 12.01(b)
	(d)(2)	Not Applicable
	(d)(3)	Not Applicable
	(e)	12.01(a)
	315(a)	6.01(b)
	(b)	6.02
	(c)	6.01(c)
	(d)	6.01(d)
	(d)(1)	6.01(d)
	(d)(2)	6.01(d)
	(d)(3)	6.01(d)
	(e)	5.14
	316(a)(1)(A)	5.12
	316(a)(1)(B)	5.13
	316(a)(2)	Not Applicable
	316(b)	5.08
	317(a)(1)	5.04
	317(a)(2)	5.04(d)
	317(b)	5.04(a)
	318(a)	12.07

 

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* This reconciliation and tie shall not, for any purpose be part of the within indenture.

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THIS THIRD AMENDED AND RESTATED INDENTURE between BA CREDIT CARD TRUST, a statutory trust organized under the laws of the State of Delaware (the "Issuer"), having its principal office at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇‑0001, and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 1, 2014.

RECITALS OF THE ISSUER

WHEREAS, MBNA Credit Card Master Note Trust (as predecessor to BA Credit Card Trust) and the Indenture Trustee have heretofore executed and delivered an Indenture, dated as of May 24, 2001 as amended, supplemented or otherwise modified prior to June 10, 2006, the "Original Indenture");

WHEREAS, BA Credit Card Trust and the Indenture Trustee have heretofore executed and delivered an Amended and Restated Indenture, dated as of June 10, 2006 (as amended, supplemented or otherwise modified prior to October 20, 2006, the "Amended and Restated Indenture");

WHEREAS, BA Credit Card Trust and the Indenture Trustee have heretofore executed and delivered a Second Amended and Restated Indenture, dated as of October 20, 2006 (as amended, supplemented or otherwise modified prior to the date hereof, the "Second Amended and Restated Indenture");

WHEREAS, the Issuer and the Indenture Trustee desire to amend and restate the Second Amended and Restated Indenture to read in its entirety as set forth below; and

WHEREAS, the Issuer has duly authorized the execution and delivery of this Third Amended and Restated Indenture to provide for the issuance of its notes to be issued in one or more fully registered or bearer series, classes or tranches.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend and restate the Second Amended and Restated Indenture as follows:

GRANTING CLAUSE

The Issuer hereby grants to the Indenture Trustee for the benefit and security of (a) the Noteholders, (b) each Derivative Counterparty to a Derivative Agreement entered into in connection with issuance of a tranche of Notes that expressly states that such Derivative Counterparty is entitled to the benefit of the Collateral, and (c) the Indenture Trustee, in its individual capacity (the "Secured Party"), a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to:

 

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(i)        the Collateral Certificate;

(ii)       the Collection Account;

(iii)     any Supplemental Account;

(iv)    all sub‑Accounts in the Collection Account or any Supplemental Account;

(v)     all investment property, money and other property held in or through the Collection Account, any Supplemental Account or any sub‑Account thereof;

(vi)    all rights, benefits and powers under any Derivative Agreement relating to any tranche of Notes;

(vii)   all rights of enforcement against any of the representations and warranties made by the Beneficiary pursuant to the Trust Agreement;

(viii)  all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing;

(ix)    all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, certificates of deposit, letters of credit, letter‑of‑credit rights and advices of credit consisting of, arising from, or relating to any of the foregoing; and

(x)       all proceeds of the foregoing.

The collateral described above is referred to as the "Collateral."  The Security Interest in the Collateral is granted to secure the Notes (and, to the extent specified in the applicable Indenture Supplement or Derivative Agreement, the obligations under any applicable Derivative Agreements) equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture, or in the Indenture Supplement which establishes any tranche of Notes, and to secure (i) the payment of all amounts due on such Notes (and, to the extent so specified, the obligations under any applicable Derivative Agreements) in accordance with their terms, (ii) the payment of all other sums payable by the Issuer under this Indenture or any Indenture Supplement and (iii) compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement.  This Indenture is a security agreement within the meaning of the UCC.

The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Noteholders may be adequately and effectively protected.

 

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Particular Notes and Derivative Agreements will benefit from the Security Interest to the extent (and only to the extent) proceeds of and distributions on the Collateral are allocated for their benefit pursuant to this Indenture and the applicable Indenture Supplement.

AGREEMENTS OF THE PARTIES

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a series, class or tranche thereof, as the case may be:

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I.			Allocations of Available Funds:
	A.		Available Funds paid to Series [_____]	$________
	[B.		Available Funds paid to Series [_____]	$________
	C.		Available Funds paid to Series [_____]	$________
			Total:	$________]

II.			Allocations of Available Principal Amounts:
	A.		Available Principal Amounts paid to Series [_____]	$________
	[B.		Available Principal Amounts paid to Series [_____]	$________
	C.		Available Principal Amounts paid to Series [_____]	$________
			Total:	$________]

Series	Nominal Liquidation Amount for prior Monthly Period	Increases from accretions on Principal for Discount Notes	Increases from amounts withdrawn from the Principal Funding sub-Account in respect of Prefunding Excess Amount	Reimburse- ments from Available Funds	Reductions due to reallocations of Available Principal Funds	Reductions due to Investor Charge-Offs	Reductions due to amounts on deposit in the Principal Funding sub-Account	Current Nominal Liquidation Amount
[Series [___]
[Series [___]
[Total: ]

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Dated: ________________ ____, _______*

By_________________________________ Name:

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Servicing Criteria		Applicable Servicing Criteria
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back‑up servicer for the credit card accounts or accounts are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on credit card accounts are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	√
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	√
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	√
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k‑1(b)(1) of the Securities Exchange Act.

Servicing Criteria		Applicable Servicing Criteria
Reference	Criteria
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset‑backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	√
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements.	√
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	√
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on credit card accounts is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Account and related documents are safeguarded as required by the transaction agreements	√
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on credit card accounts, including any payoffs, made in accordance with the related credit card accounts documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to

	Servicing Criteria	Applicable Servicing Criteria
Reference	Criteria
	principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)	The Servicer's records regarding the accounts and the accounts agree with the Servicer's records with respect to an obligor's unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's account (e.g., loan modifications or re‑agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements.

	Servicing Criteria	Applicable Servicing Criteria
Reference	Criteria
1122(d)(4)(xiv)	Delinquencies, charge‑offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

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