0001370238-14-000056 Sample Contracts

THE BANK OF NEW YORK MELLON as the Trustee on behalf of the Certificateholders of the BA Master Credit Card Trust II THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of October 1, 2014
Pooling and Servicing Agreement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

THIS THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this "Agreement") by and among BA CREDIT CARD FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, "Funding"), as Transferor, BANK OF AMERICA, NATIONAL ASSOCIATION (successor by merger to FIA Card Services, National Association), a national banking association (together with its successors and assigns, "BANA"), as Servicer, and THE BANK OF NEW YORK MELLON, a banking corporation organized and existing under the laws of the State of New York, as Trustee, is made and entered into as of October 1, 2014.

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BA CREDIT CARD TRUST FOURTH AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

THIS BA CREDIT CARD TRUST FOURTH AMENDED AND RESTATED TRUST AGREEMENT, between BA CREDIT CARD FUNDING, LLC, a Delaware limited liability company ("Funding"), as Beneficiary and as Transferor, and WILMINGTON TRUST COMPANY, a Delaware corporation with trust powers, as owner trustee (the "Owner Trustee"), is made and entered into as of October 1, 2014, and is acknowledged and accepted by the Trust (as hereinafter defined) and BANA (as hereinafter defined).

Dated as of October 1, 2014 to THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of October 1, 2014
Pooling and Servicing Agreement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

THIS FOURTH AMENDED AND RESTATED SERIES 2001‑D SUPPLEMENT (this "Series Supplement"), by and among BANK OF AMERICA, NATIONAL ASSOCIATION (successor by merger to FIA Card Services, National Association), a national banking association (together with its successors and assigns, "BANA"), as Servicer, BA CREDIT CARD FUNDING, LLC, a Delaware limited liability company ("Funding"), as Transferor, and THE BANK OF NEW YORK MELLON, as Trustee (the "Trustee") under the Third Amended and Restated Pooling and Servicing Agreement, dated as of October 1, 2014, among BANA, as Servicer, Funding, as Transferor, and the Trustee, as amended and supplemented from time to time (the "Agreement"), is dated as of October 1, 2014.

BA CREDIT CARD TRUST
Indenture • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

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 Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890‑0001, 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.

Amended and Restated Defaulted Receivables Supplemental Servicing Agreement
Receivables Supplemental Servicing Agreement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

This Amended and Restated Defaulted Receivables Supplemental Servicing Agreement (this "Agreement") is made as of October 1, 2014, between Bank of America, National Association (successor by merger to FIA Card Services, National Association), as Servicer (the "Servicer"), and BA Credit Card Funding, LLC, as Transferor ("Funding").

SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT
Receivables Contribution and Sale Agreement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

SECOND AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of October 1, 2014, by and between BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, "BANA"), and BANC OF AMERICA CONSUMER CARD SERVICES, LLC, a North Carolina limited liability company (together with its permitted successors and assigns, "BACCS").

SECOND AMENDED AND RESTATED BASERIES INDENTURE SUPPLEMENT
Baseries Indenture Supplement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

This SECOND AMENDED AND RESTATED BASERIES INDENTURE SUPPLEMENT (this "Indenture Supplement"), by and between BA CREDIT CARD TRUST, a statutory trust created under the laws of the State of Delaware (the "Issuer"), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, and THE BANK OF NEW YORK MELLON, a New York banking corporation (the "Indenture Trustee"), is made and entered into as of October 1, 2014.

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Pooling and Servicing Agreement • October 1st, 2014 • BA Master Credit Card Trust II • Asset-backed securities • Delaware

This Amended and Restated Receivables Purchase Agreement (this "Agreement") is made as of October 1, 2014, 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").

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