WFN Credit Co LLC, et al. – ‘8-K’ for 8/21/01 – EX-4.1

On:  Friday, 8/31/01   ·   For:  8/21/01   ·   Accession #:  912057-1-531116   ·   File #s:  333-60418, -01

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     20K 
 2: EX-1.1      Underwriting Agreement                                31    121K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     30     91K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders   108    387K 
13: EX-4.10     Instrument Defining the Rights of Security Holders    10     40K 
14: EX-4.11     Instrument Defining the Rights of Security Holders     5     23K 
15: EX-4.12     Instrument Defining the Rights of Security Holders     5     23K 
16: EX-4.13     Instrument Defining the Rights of Security Holders     5     23K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    88    258K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders    75    244K 
 7: EX-4.4      Instrument Defining the Rights of Security Holders    28    109K 
 8: EX-4.5      Instrument Defining the Rights of Security Holders    17     57K 
 9: EX-4.6      Instrument Defining the Rights of Security Holders   115    439K 
10: EX-4.7      Instrument Defining the Rights of Security Holders    14     42K 
11: EX-4.8      Instrument Defining the Rights of Security Holders    40    130K 
12: EX-4.9      Instrument Defining the Rights of Security Holders    18     90K 

EX-4.1   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.1
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                                                                     Exhibit 4.1

MASTER INDENTURE

 between

 WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST

 Issuer,

 and

BNY MIDWEST TRUST COMPANY,

 Indenture Trustee

Dated as of August 1, 2001

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RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
 ACT OF 1939 AND INDENTURE PROVISIONS(1)

                                                                [Download Table]

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)..............................................                6.8, 6.11  
    (c)..............................................           Not Applicable  
 311(a)..............................................                6.12       
    (b)..............................................                6.12       
    (c)..............................................           Not Applicable  
 312(a)..............................................                7.1, 7.2(a)
    (b)..............................................                7.2(b)     
    (c)..............................................                7.2(c)     
 313(a)..............................................                7.4        
    (b)..............................................                7.4        
    (c)..............................................                7.3, 7.4   
    (d)..............................................                7.4        
 314(a)..............................................                3.9, 7.3(a)
    (b)..............................................                3.6        
    (c)(1)...........................................                8.9,       
                                                                     12.1(a)    
    (c)(2)...........................................                8.9,       
                                                                     12.1(a)    
    (c)(3)...........................................                8.9,       
                                                                     12.1(a)    
    (d)(1)...........................................                8.9,       
                                                                     12.1(b)    
    (d)(2)...........................................           Not Applicable  
    (d)(3)...........................................           Not Applicable  
    (e)..............................................               12.1(a)     
 315(a)..............................................                6.1(b)     
    (b)..............................................                6.2        
    (c)..............................................                6.1(c)     
    (d)..............................................                6.1(d)     
    (d)(1)...........................................                6.1(d)     
    (d)(2............................................                6.1(d)     
    (d)(3)...........................................                6.1(d)     
    (e)..............................................                5.14       
 316(a)(1)(A)........................................                5.12       
 316(a)(1)(B)........................................                5.13       
 316(a)(2)...........................................           Not Applicable  
 316(b)..............................................                5.8        
 317(a)(1)...........................................                5.4        
 317(a)(2)...........................................                5.4(d)     
 317(b)..............................................                5.4(a)     
 318(a)..............................................               12.7        

----------                                                                      
(1)   This reconciliation and tie shall not, for any purpose, be deemed to be   
part of the within indenture.                                       

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   MASTER INDENTURE, dated as of August 1, 2001 (the "INDENTURE"), between
World Financial Network Credit Card Master Note Trust, a business trust         
organized under the laws of the State of Delaware (the "ISSUER"), and BNY       
Midwest Trust Company, an Illinois trust company, as indenture trustee (the     
"INDENTURE TRUSTEE"). This Indenture may be supplemented at any time and from   
time to time by an indenture supplement in accordance with ARTICLE X (an        
"INDENTURE SUPPLEMENT," and together with this Indenture and any amendments, the
"AGREEMENT"). If a conflict exists between the terms and provisions of this     
Indenture and any Indenture Supplement, the terms and provisions of the         
Indenture Supplement shall be controlling with respect to the related Series.   

 PRELIMINARY STATEMENT

      Issuer has duly authorized the execution and delivery of this Indenture to
provide for an issue of its Notes as provided in this Indenture. All covenants  
and agreements made by Issuer herein are for the benefit and security of the    
Noteholders. Issuer is entering into this Indenture, and Indenture Trustee is   
accepting the trusts created hereby, for good and valuable consideration, the   
receipt and sufficiency of which are hereby acknowledged.                       

  Simultaneously with the delivery of this Indenture, Issuer is entering
into a Transfer and Servicing Agreement with WFN Credit Company, LLC, a Delaware
limited liability company, as Transferor, and World Financial Network National  
Bank, a national banking association, as Servicer, pursuant to which (a)        
Transferor will convey to Issuer all of its right, title and interest in, to and
under (i) the Collateral Certificate, which Transferor will have received from  
Certificate Trust pursuant to the Collateral Series Supplement, and (ii) on and 
after Certificate Trust Termination Date, the Receivables arising in the        
Accounts from time to time, which Transferor will have received from WFN        
pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to   
service the Receivables and make collections thereon on behalf of the           
Noteholders on and after Certificate Trust Termination Date.                    

 GRANTING CLAUSE

     Issuer hereby Grants to Indenture Trustee, for the benefit of the Holders
of the Notes and the Enhancement Providers, all of Issuer's right, title and    
interest, whether now owned or hereafter acquired, in, to and under (a) the     
Collateral Certificate, (b) the Receivables, (c) Collections and Recoveries     
related to and all money, instruments, investment property and other property   
distributed or distributable in respect of (together with all earnings,         
dividends, distributions, income, issues, and profits relating to) the          
Receivables pursuant to the terms of the Transfer and Servicing Agreement, this 
Indenture and any Indenture Supplement; (d) all Eligible Investments and all    
money, investment property, instruments and other property on deposit from time 
to time in, credited to or related to the Collection Account, the Series        
Accounts and the Excess Funding Account (including any subaccounts of any such  
account), and in all interest, dividends, earnings, income and other            
distributions from time to time received, receivable or otherwise distributed or
distributable thereto or in respect thereof                                     

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(including any accrued discount realized on liquidation of any investment       
purchased at a discount); (e) all rights, remedies, powers, privileges and      
claims of Issuer under or with respect to any Enhancement and the Transfer and  
Servicing Agreement (whether arising pursuant to the terms of the related       
Enhancement Agreement or the Transfer and Servicing Agreement or otherwise      
available to Issuer at law or in equity), including the rights of Issuer to     
enforce such Enhancement Agreement or the Transfer and Servicing Agreement, and 
to give or withhold any and all consents, requests, notices, directions,        
approvals, extensions or waivers under or with respect to such Enhancement      
Agreement or the Transfer and Servicing Agreement to the same extent as Issuer  
could but for the assignment and security interest granted to Indenture Trustee 
for the benefit of the Noteholders; (f) all Insurance Proceeds; (g) all proceeds
of any derivative contracts between Issuer and a counterparty, as described in  
any Indenture Supplement; (h) all money, accounts, general intangibles, chattel 
paper, instruments, documents, goods, investment property, deposit accounts,    
letters of credit, letter-of-credit rights and oil, gas, and other minerals     
consisting of, arising from or related to the foregoing; (i) all other property 
of Issuer; (j) all present and future claims, demands, causes and choses in     
action in respect of any or all of the foregoing and all payments on or under   
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds, products, rents, receipts or profits of  
the conversion, voluntary or involuntary, into cash or other property, all cash 
and non-cash proceeds, and other property consisting of, arising from or        
relating to all or any part of any of the foregoing; and (k) any proceeds of the
foregoing (collectively, the "COLLATERAL").                                     

LIMITED RECOURSE

      The obligation of Issuer to make payments of principal, interest and other
amounts in respect of the Notes is limited by recourse only to the Collateral.  

ARTICLE I 

 DEFINITIONS

Section 1.1 DEFINITIONS.                                            

Capitalized terms used herein are defined in ANNEX A.               

Section 1.2 OTHER DEFINITIONAL PROVISIONS.                          

  (a) All terms defined directly or by reference in this Indenture shall
have the defined meanings when used in any certificate or other document        
delivered pursuant hereto unless otherwise defined therein. For purposes of this
Indenture and all such certificates and other documents, unless the context     
otherwise requires: (i) accounting terms not otherwise defined in this          
Indenture, and accounting terms partly defined in this Indenture to the extent  
not defined, shall have the respective meanings given to them under GAAP; (ii)  
terms defined in Article 9 of the UCC as in effect in the State of Delaware and 
not otherwise defined in this Indenture are used as defined in that Article;    
(iii) any reference to                                                          

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each Rating Agency shall only apply to any specific rating agency if such rating
agency is then rating any outstanding Series; (iv) references to any amount as  
on deposit or outstanding on any particular date means such amount at the close 
of business on such day; (v) the words "hereof," "herein" and "hereunder" and   
words of similar import refer to this Indenture (or the certificate or other    
document in which they are used) as a whole and not to any particular provision 
of this Indenture (or such certificate or document); (vi) references to any     
Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits 
in or to this Indenture (or the certificate or other document in which the      
reference is made), and references to any paragraph, Section, clause or other   
subdivision within any Section or definition refer to such paragraph,           
subsection, clause or other subdivision of such Section or definition; (vii) the
term "including" means "including without limitation"; (viii) references to any 
law or regulation refer to that law or regulation as amended from time to time  
and include any successor law or regulation; (ix) references to any Person      
include that Person's successors and assigns; and (x) headings are for purposes 
of reference only and shall not otherwise affect the meaning or interpretation  
of any provision hereof.                                                        

(b) Whenever this Indenture refers to a provision of the TIA, the   
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:         

"INDENTURE SECURITIES" means the Notes;                             

"INDENTURE SECURITY HOLDER" means a Noteholder;                     

"INDENTURE TO BE QUALIFIED" means this Indenture;                   

   "INDENTURE TRUSTEE" or "institutional trustee" means Indenture Trustee;
and                                                                             

    "OBLIGOR" on the indenture securities means Issuer and any other obligor
on the indenture securities.                                                    

   All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have  
the meanings assigned to them by such definitions.                              

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ARTICLE II

 THE NOTES

   Section 2.1 FORM GENERALLY. Any Series or Class of Notes, together with
Indenture Trustee's certificate of authentication related thereto, may be issued
in bearer form (the "BEARER NOTES") with attached interest coupons and a special
coupon (collectively, the "COUPONS") or in fully registered form (the           
"REGISTERED NOTES") and shall be in substantially the form of an exhibit to the 
related Indenture Supplement with such appropriate insertions, omissions,       
substitutions and other variations as are required or permitted by this         
Indenture or such Indenture Supplement, and may have such letters, numbers or   
other marks of identification and such legends or endorsements placed thereon,  
as may, consistently herewith, be determined by the officers executing such     
Notes, as evidenced by their execution of such Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference 
thereto on the face of the Note. The terms of any Notes set forth in an exhibit 
to the related Indenture Supplement are part of the terms of this Indenture, as 
applicable.                                                                     

The Definitive Notes shall be typewritten, printed, lithographed or 
engraved or produced by any combination of these methods, all as determined by  
the officers executing such Notes, as evidenced by their execution of such      
Notes.                                                                          

     Each Note will be dated the Closing Date and each Definitive Note will be
dated as of the date of its authentication.                                     

   Section 2.2 DENOMINATIONS. Except as otherwise specified in the related
Indenture Supplement and the Notes, each class of Notes of each Series shall be 
issued in fully registered form in minimum amounts of $1,000 and in integral    
multiples of $1,000 in excess thereof (except that one Note of each Class may be
issued in a different amount, so long as such amount exceeds the applicable     
minimum denomination for such Class), and shall be issued upon initial issuance 
as one or more Notes in an aggregate original principal amount equal to the     
applicable Note Principal Balance for such Class or Series.                     

  Section 2.3 EXECUTION, AUTHENTICATION AND DELIVERY. Each Note shall be
executed by manual or facsimile signature on behalf of Issuer by an Authorized  
Officer.                                                                        

     Notes bearing the manual or facsimile signature of an individual who was,
at the time when such signature was affixed, authorized to sign on behalf of    
Issuer shall not be rendered invalid, notwithstanding the fact that such        
individual ceased to be so authorized prior to the authentication and delivery  
of such Notes or does not hold such office at the date of issuance of such      
Notes.                                                                          

      At any time and from time to time after the execution and delivery of this
Indenture, Issuer may deliver Notes executed by Issuer to Indenture Trustee for 
authentication and delivery, and Indenture Trustee shall authenticate at the    
written direction of Issuer and deliver such Notes as provided in this Indenture
or the                                                                          

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related Indenture Supplement and not otherwise. Each Note shall be dated the    
date of its authentication.                                                     

No Note shall be entitled to any benefit under this Indenture or the
applicable Indenture Supplement or be valid or obligatory for any purpose,      
unless there appears on such Note a certificate of authentication substantially 
in the form provided for herein or in the related Indenture Supplement executed 
by or on behalf of Indenture Trustee by the manual signature of a duly          
authorized signatory, and such certificate upon any Note shall be conclusive    
evidence, and the only evidence, that such Note has been duly authenticated and 
delivered hereunder.                                                            

Section 2.4 AUTHENTICATING AGENT.                                   

      (a) Indenture Trustee, at the expense of Servicer, may appoint one or more
authenticating agents with respect to the Notes which shall be authorized to act
on behalf of Indenture Trustee in authenticating the Notes in connection with   
the issuance, delivery, registration of transfer, exchange or repayment of the  
Notes. Whenever reference is made in this Indenture to the authentication of    
Notes by Indenture Trustee or Indenture Trustee's certificate of authentication,
such reference shall be deemed to include authentication on behalf of Indenture 
Trustee by an authenticating agent and a certificate of authentication executed 
on behalf of Indenture Trustee by an authenticating agent. Each authenticating  
agent must be acceptable to Issuer and Servicer.                                

 (b) Any institution succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the   
execution or filing of any power or any further act on the part of Indenture    
Trustee or such authenticating agent.                                           

(c) An authenticating agent may at any time resign by giving written
notice of resignation to Indenture Trustee, Issuer and Servicer. Indenture      
Trustee may at any time terminate the agency of an authenticating agent by      
giving notice of termination to such authenticating agent and to Issuer and     
Servicer. Upon receiving such a notice of resignation or upon such a            
termination, or in case at any time an authenticating agent shall cease to be   
acceptable to Indenture Trustee or Issuer and Servicer, Indenture Trustee may   
promptly appoint a successor authenticating agent. Any successor authenticating 
agent upon acceptance of its appointment hereunder shall become vested with all 
the rights, powers and duties of its predecessor hereunder, with like effect as 
if originally named as an authenticating agent. No successor authenticating     
agent shall be appointed unless acceptable to Issuer and Servicer.              

   (d) Issuer agrees to pay to each authenticating agent from time to time
reasonable compensation for its services under this SECTION 2.4.                

 (e) The provisions of SECTIONS 6.1 and 6.4 shall be applicable to any
authenticating agent.                                                           

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     (f) Pursuant to an appointment made under this SECTION 2.4, the Notes may
have endorsed thereon, in lieu of or in addition to Indenture Trustee's         
certificate of authentication, an alternative certificate of authentication in  
substantially the following form:                                               

"This is one of the Notes described in the within-mentioned Agreement.          

_________________________________                                               

_________________________________                                               

as Authenticating Agent                                                         
for Indenture Trustee                                                           

By: _____________________________                                               

Authorized Signatory"                                                           

Dated:  _________________________                                               

   Section 2.5 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE OF
NOTES. Issuer shall cause to be kept a register (the "NOTE REGISTER") in which  
Issuer shall provide for the registration of Notes and the registration of      
transfers of Notes. Indenture Trustee initially shall be Transfer Agent and     
Registrar (in such capacity, the "TRANSFER AGENT AND REGISTRAR") for the purpose
of registering Notes and transfers of Notes as herein provided. Upon any        
resignation of any Transfer Agent and Registrar, Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties of
Transfer Agent and Registrar.                                                   

If a Person other than Indenture Trustee is appointed by Issuer as  
Transfer Agent and Registrar, Issuer will give Indenture Trustee prompt written 
notice of the appointment of a Transfer Agent and Registrar and of the location,
and any change in the location, of Transfer Agent and Registrar and Note        
Register. Indenture Trustee shall have the right to inspect the Note Register at
all reasonable times and to obtain copies thereof, and Indenture Trustee shall  
have the right to conclusively rely upon a certificate executed on behalf of    
Transfer Agent and Registrar by an officer thereof as to the names and addresses
of the Noteholders and the principal amounts and numbers of such Notes.         

    Upon surrender for registration of transfer of any Note at the office or
agency of Transfer Agent and Registrar, to be maintained as provided in SECTION 
3.2, if the requirements of Section 8-401 of the UCC are met as certified by    
Administrator to Indenture Trustee, Issuer shall execute, and upon receipt of   
such surrendered Note Indenture Trustee shall authenticate and deliver to the   
Noteholder, in the name of the designated transferee or transferees, one or more
new Notes (of the same Series and Class) in any authorized denominations of like
aggregate principal amount.                                                     

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     At the option of a Noteholder, Notes may be exchanged for other Notes (of
the same Series and Class) in any authorized denominations and of like aggregate
principal amount, upon surrender of such Notes to be exchanged at the office or 
agency of Transfer Agent and Registrar. Whenever any Notes are so surrendered   
for exchange, if the requirements of Section 8-401 of the UCC are met as        
certified by Administrator to Indenture Trustee, Issuer shall execute, and upon 
receipt of such surrendered Note Indenture Trustee shall authenticate and       
deliver to the Noteholder, the Notes which the Noteholder making the exchange is
entitled to receive.                                                            

   All Notes issued upon any registration of transfer or exchange of Notes
shall evidence the same obligations, evidence the same debt, and be entitled to 
the same rights and privileges under this Indenture, as the Notes surrendered   
upon such registration of transfer or exchange.                                 

Every Note presented or surrendered for registration of transfer or 
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in a form satisfactory to Indenture Trustee duly executed by, the      
Noteholder thereof or its attorney-in-fact duly authorized in writing, and by   
such other documents as Indenture Trustee may reasonably require.               

 Any Note held by Transferor at any time after the date of its initial
issuance may be transferred or exchanged only upon the delivery to the Owner    
Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such     
transfer or exchange, as the case may be, with respect to such transfer or      
exchange.                                                                       

The registration of transfer of any Note shall be subject to the    
additional requirements, if any, set forth in the related Indenture Supplement. 

No service charge shall be made for any registration of transfer or 
exchange of Notes, but Issuer and Transfer Agent and Registrar may require      
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any registration of transfer or exchange of   
such Notes.                                                                     

    All Notes surrendered for registration of transfer and exchange shall be
canceled by Issuer and delivered to Indenture Trustee for subsequent destruction
without liability on the part of either. Indenture Trustee shall destroy the    
Global Note upon its exchange in full for Definitive Notes and shall deliver a  
certificate of destruction to Transferor. Such certificate shall also state that
a certificate or certificates of each Foreign Clearing Agency referred to in the
applicable Indenture Supplement was received with respect to each portion of the
Global Note exchanged for Definitive Notes.                                     

      The preceding provisions of this SECTION 2.5 notwithstanding, Issuer shall
not be required to make, and Transfer Agent and Registrar need not register,    
transfers or exchanges of Notes for a period of twenty (20) days preceding the  
due date for any payment with respect to the Note.                              

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    If and so long as any Series of Notes are listed on the Luxembourg Stock
Exchange and such exchange shall so require, Issuer shall appoint a co-transfer 
agent and co-registrar in Luxembourg or another European city. Any reference in 
this Indenture to Transfer Agent and Registrar shall include any co-transfer    
agent and co-registrar unless the context otherwise requires. Indenture Trustee 
will enter into any appropriate agency agreement with any co-transfer agent and 
co-registrar not a party to this Indenture, which will implement the provisions 
of this Indenture that relate to such agent.                                    

      Notwithstanding any other provision of this Indenture, with respect to any
Notes for which an Opinion of Counsel has not been issued opining on the        
treatment of such Notes as debt for federal income tax purposes, no transfer (or
purported transfer) of all or any part of such Notes (or any economic interest  
therein) shall be effective, and any such transfer (or purported transfer) shall
be void AB INITIO, and no Person shall otherwise become a Holder of such Notes  
if (i) at the time of transfer (or purported transfer) such Notes are traded on 
an established securities market or readily tradeable on a secondary market or  
(ii) after such transfer (or purported transfer) the Trust would have more than 
95 Holders of such Notes and any other interests in the Trust for which an      
Opinion of Counsel is not rendered in connection with the issuance of such      
interest to the effect that such interest will be characterized as debt for     
federal income tax purposes. For purposes of determining whether the Trust will 
have more than 95 Holders, each Person indirectly owning an interest in the     
Trust through a partnership (including an entity treated as a partnership for   
federal income tax purposes), a grantor trust or an S corporation (each such    
entity a "FLOW THROUGH ENTITY") shall be treated as a Holder unless the Trustee 
determines in its sole discretion after consulting with qualified tax counsel,  
that less than substantially all of the value of the beneficial owner's interest
in the flow-through entity is attributable to the flow-through entity's interest
(direct or indirect) in the Trust.                                              

Section 2.6 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (a) any  
mutilated Note is surrendered to Indenture Trustee, or Indenture Trustee        
receives evidence to its satisfaction of the destruction, loss or theft of any  
Note, and (b) in case of destruction, loss, or theft there is delivered to      
Indenture Trustee such security or indemnity as may be required by it to hold   
Issuer, the Noteholders, Indenture Trustee and Transfer Agent and Registrar     
harmless, then, in the absence of notice to Issuer, Transfer Agent and Registrar
or Indenture Trustee that such Note has been acquired by a protected purchaser  
(as defined in Section 8-303 of the UCC as in effect in the State of Illinois), 
Issuer shall execute, and Indenture Trustee shall authenticate and deliver, in  
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of like tenor (including the same date of issuance) and        
principal amount, bearing a number not contemporaneously outstanding; PROVIDED, 
HOWEVER, that if any such mutilated, destroyed, lost or stolen Note shall have  
become or within seven (7) days shall be due and payable, or shall have been    
selected or called for redemption, instead of issuing a replacement Note, Issuer
may pay such Note without surrender thereof, except that any mutilated Note     
shall be surrendered. If, after the delivery of such replacement Note or payment
of a destroyed, lost or stolen Note pursuant to the                             

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proviso to the preceding sentence, a protected purchaser (as defined in Section 
8-303 of the UCC as in effect in the State of Illinois) of the original Note in 
lieu of which such replacement Note was issued presents for payment such        
original Note, Issuer and Indenture Trustee shall be entitled to recover such   
replacement Note (or such payment) from the Person to whom it was delivered or  
any Person taking such replacement Note from such Person to whom such           
replacement Note was delivered or any assignee of such Person, except a         
protected purchaser, and shall be entitled to recover upon the security or      
indemnity provided therefor to the extent of any loss, damage, cost or expense  
incurred by Issuer or Indenture Trustee in connection therewith.                

    Upon the issuance of any replacement Note under this SECTION 2.6, Issuer
may require the payment by the Holder of such Note of a sum sufficient to cover 
any tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of Indenture     
Trustee or Transfer Agent and Registrar) connected therewith.                   

     Every replacement Note issued pursuant to this SECTION 2.6 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute complete and  
indefeasible evidence of an obligation of the Trust, as if originally issued,   
whether or not the mutilated, destroyed, lost or stolen Note shall be found at  
any time, and shall be entitled to all the benefits of this Indenture equally   
and proportionately with any and all other Notes duly issued hereunder.         

   The provisions of this SECTION 2.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.                       

Section 2.7 PERSONS DEEMED OWNERS. Prior to due presentment for     
registration of transfer of any Note, Issuer, Transferor, Indenture Trustee and 
any agent of Issuer, Transferor or Indenture Trustee shall treat the Person in  
whose name any Note is registered as the owner of such Note for the purpose of  
receiving distributions pursuant to the terms of the applicable Indenture       
Supplement and for all other purposes whatsoever, whether or not such Note is   
overdue, and neither Issuer, Transferor, Indenture Trustee nor any agent of     
Issuer, Transferor or Indenture Trustee shall be affected by any notice to the  
contrary.                                                                       

Section 2.8 APPOINTMENT OF PAYING AGENT.                            

(a) Issuer reserves the right at any time to vary or terminate the  
appointment of a Paying Agent for the Notes, and to appoint additional or other 
Paying Agents, provided that it will at all times maintain Indenture Trustee as 
a Paying Agent.                                                                 

   If and so long as any Notes are listed on the Luxembourg Stock Exchange
and such exchange shall so require, Issuer will appoint a co-paying agent in    
Luxembourg or another European city. Indenture Trustee will enter into any      
appropriate agency agreement with any co-paying agent not a party to this       

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Indenture, which will implement the provisions of this Indenture that relate to 
such agent.                                                                     

 Notice of all changes in the identity or specified office of a Paying
Agent will be delivered promptly to the Noteholders by Indenture Trustee.       

      (b) Indenture Trustee shall cause each Paying Agent (other than itself) to
execute and deliver to Indenture Trustee an instrument in which such Paying     
Agent shall agree with Indenture Trustee that such Paying Agent will hold all   
sums, if any, held by it for payment to the Noteholders in trust for the benefit
of the Noteholders entitled thereto until such sums shall be paid to such       
Noteholders and shall agree, and if Indenture Trustee is Paying Agent it hereby 
agrees, that it shall comply with all requirements of the Code regarding the    
withholding by Indenture Trustee of payments in respect of federal income taxes 
due from the Note Owners.                                                       

Section 2.9 ACCESS TO LIST OF NOTEHOLDERS' NAMES AND ADDRESSES.     

  (a) Issuer will furnish or cause to be furnished to Indenture Trustee,
Servicer or Paying Agent, within five (5) Business Days after receipt by Issuer 
of a written request therefor from Indenture Trustee, Servicer or Paying Agent, 
respectively, a list of the names and addresses of the Noteholders. Unless      
otherwise provided in the related Indenture Supplement, the Holders of not less 
than 10% of the principal balance of the Outstanding Notes of any Series (the   
"APPLICANTS") may apply in writing to Indenture Trustee, and if such application
states that the Applicants desire to communicate with other Noteholders of any  
Series with respect to their rights under this Indenture or under the Notes and 
is accompanied by a copy of the communication which such Applicants propose to  
transmit, then Indenture Trustee, after having been adequately indemnified by   
such Applicants for its costs and expenses, shall afford or shall cause Transfer
Agent and Registrar to afford such Applicants access during normal business     
hours to the most recent list of Noteholders held by Indenture Trustee and shall
give Servicer notice that such request has been made, within five (5) Business  
Days after the receipt of such application. Such list shall be as of a date no  
more than forty-five (45) days prior to the date of receipt of such Applicants' 
request.                                                                        

      (b) Every Noteholder, by receiving and holding a Note, agrees that none of
Issuer, Indenture Trustee, Transfer Agent and Registrar and Servicer or any of  
their respective agents and employees shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the         
Noteholders hereunder, regardless of the sources from which such information was
derived.                                                                        

      Section 2.10 CANCELLATION. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other   
than Indenture Trustee, be delivered to Indenture Trustee and shall be promptly 
canceled by it. Issuer may at any time deliver to Indenture Trustee for         
cancellation any Notes previously authenticated and delivered hereunder which   
Issuer may have acquired in any lawful manner whatsoever, and all Notes         

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so delivered shall be promptly canceled by Indenture Trustee. No Notes shall be 
authenticated in lieu of or in exchange for any Notes canceled as provided in   
this SECTION 2.10, except as expressly permitted by this Indenture. All canceled
Notes held by Indenture Trustee shall be disposed of by it in its customary     
manner unless Issuer shall direct Indenture Trustee in a timely manner that they
be returned to Issuer.                                                          

Section 2.11 NEW ISSUANCES.                                         

  (a) Pursuant to one or more Indenture Supplements, Transferor may from
time to time direct the Owner Trustee, on behalf of Issuer, to issue one or more
new Series of Notes (a "NEW ISSUANCE"). The Notes of all outstanding Series     
shall be equally and ratably entitled as provided herein to the benefits of this
Indenture without preference, priority or distinction, all in accordance with   
the terms and provisions of this Indenture and the applicable Indenture         
Supplement except, with respect to any Series or Class, as provided in the      
related Indenture Supplement. Interest on and principal of the Notes of each    
outstanding Series shall be paid as specified in the Indenture Supplement       
relating to such outstanding Series.                                            

      (b) On or before the Closing Date relating to any new Series of Notes, the
parties hereto will execute and deliver an Indenture Supplement which will      
specify the Principal Terms of such Series. The terms of such Indenture         
Supplement may modify or amend the terms of this Indenture solely as applied to 
such new Series. The obligation of the Owner Trustee to execute, on behalf of   
Issuer, the Notes of any Series and of Indenture Trustee to authenticate such   
Notes (other than any Series issued pursuant to an Indenture Supplement dated as
of the date hereof) and to execute and deliver the related Indenture Supplement 
is subject to the satisfaction of the following conditions:                     

         (i) on or before the fifth Business Day immediately preceding the
 Closing Date Transferor shall have given the Owner Trustee, Indenture
Trustee, Servicer and each Rating Agency notice (unless such notice 
   requirement is otherwise waived) of such issuance and the Closing Date;

     (ii) Transferor shall have delivered to the Owner Trustee and
    Indenture Trustee any related Indenture Supplement, in form satisfactory
     to the Owner Trustee and Indenture Trustee, executed by each party hereto
(other than Indenture Trustee);                                     

      (iii) Transferor shall have delivered to the Owner Trustee and
      Indenture Trustee any related Enhancement Agreement executed by Transferor
and the Enhancement Provider;                                       

       (iv) the Rating Agency Condition shall have been satisfied with
respect to such issuance;                                           

    (v) Transferor shall have delivered to the Owner Trustee and
     Indenture Trustee an Officer's Certificate, dated the Closing Date to the

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   effect that Transferor reasonably believes that such issuance will not,
      based on the facts known to such officer at the time of such certification
have an Adverse Effect;                                             

     (vi) Transferor shall have delivered to the Owner Trustee and
      Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion, dated
the Closing Date with respect to such issuance;                     

      (vii) Transferor shall have delivered to the Owner Trustee and
  Indenture Trustee an Officer's Certificate stating that (A) Transferor
   Amount shall not be less than the Minimum Transferor Amount and (B) the
     Aggregate Principal Balance shall not be less than the Required Principal
   Balance, in each case as of the Closing Date and after giving effect to
such issuance; and                                                  

  (viii) unless Certificate Trust has terminated, all of the
      conditions set forth in Section 6.3 of the Pooling and Servicing Agreement
have been met.                                                      

   (c) Upon satisfaction of the above conditions, pursuant to SECTION 2.3,
the Owner Trustee, on behalf of Issuer, shall execute and Indenture Trustee     
shall upon written direction of Issuer authenticate and deliver the Notes of    
such Series as provided in this Indenture and the applicable Indenture          
Supplement.                                                                     

 (d) Issuer may direct Indenture Trustee in writing to deposit the net
proceeds from any New Issuance in the Excess Funding Account. Issuer may also   
specify that on any Transfer Date the proceeds from the sale of any new Series  
may be withdrawn from the Excess Funding Account and treated as Shared Principal
Collections.                                                                    

   Section 2.12 BOOK-ENTRY NOTES. Unless otherwise provided in any related
Indenture Supplement, the Notes, upon original issuance, shall be issued in the 
form of typewritten or printed Notes representing the Book-Entry Notes to be    
delivered to the depository specified in such Indenture Supplement which shall  
be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such      
Series.                                                                         

    The Notes of each Series shall, unless otherwise provided in the related
Indenture Supplement, initially be registered in the Note Register in the name  
of the nominee of the Clearing Agency or Foreign Clearing Agency for such       
Book-Entry Notes and shall be delivered to Indenture Trustee or, pursuant to    
such Clearing Agency's or Foreign Clearing Agency's instructions held by        
Indenture Trustee's agent as custodian for the Clearing Agency or Foreign       
Clearing Agency.                                                                

Unless and until Definitive Notes are issued under the limited      
circumstances described in SECTION 2.14, no Note Owner shall be entitled to     
receive a Definitive Note representing such Note Owner's interest in such Note. 
Unless and until Definitive Notes have been issued to the Note Owners pursuant  
to SECTION 2.14:                                                                

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     (a) the provisions of this SECTION 2.12 shall be in full force and effect
with respect to each such Series;                                               

    (b) Indenture Trustee shall be entitled to deal with the Clearing Agency
or Foreign Clearing Agency and the Clearing Agency Participants for all purposes
of this Indenture (including the payment of principal of and interest on the    
Notes of each such Series) as the authorized representatives of the Note Owners;

    (c) to the extent that the provisions of this SECTION 2.12 conflict with
any other provisions of this Indenture, the provisions of this SECTION 2.12     
shall control with respect to each such Series;                                 

     (d) the rights of Note Owners of each such Series shall be exercised only
through the Clearing Agency or Foreign Clearing Agency and the applicable       
Clearing Agency Participants and shall be limited to those established by law   
and agreements between such Note Owners and the Clearing Agency or Foreign      
Clearing Agency and/or the Clearing Agency Participants. Pursuant to the        
depository agreement applicable to a Series, unless and until Definitive Notes  
of such Series are issued pursuant to SECTION 2.14, the initial Clearing Agency 
shall make book-entry transfers among the Clearing Agency Participants and      
receive and transmit distributions of principal and interest on the Notes to    
such Clearing Agency Participants; and                                          

     (e) whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of the Holders of Notes representing a specified
percentage of the Outstanding Amount, the Clearing Agency or Foreign Clearing   
Agency shall be deemed to represent such percentage only to the extent that they
have received instructions to such effect from the Note Owners and/or Clearing  
Agency Participants owning or representing, respectively, such required         
percentage of the beneficial interest in the Notes and has delivered such       
instructions to Indenture Trustee.                                              

Section 2.13 NOTICES TO CLEARING AGENCY OR FOREIGN CLEARING AGENCY. 
Whenever a notice or other communication to the Noteholders is required under   
this Indenture, unless and until Definitive Notes shall have been issued to Note
Owners pursuant to SECTION 2.14, Indenture Trustee shall give all such notices  
and communications specified herein to be given to Noteholders to the Clearing  
Agency or Foreign Clearing Agency, as applicable, and shall have no obligation  
to the Note Owners.                                                             

  Section 2.14 DEFINITIVE NOTES. If (i) (A) Transferor advises Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to     
discharge properly its responsibilities as Clearing Agency with respect to the  
Book-Entry Notes of a given Class or Series and (B) Indenture Trustee or Issuer 
is unable to locate and reach an agreement on satisfactory terms with a         
qualified successor, (ii) Transferor, at its option, advises Indenture Trustee  
in writing that it elects to terminate the book-entry system through the        
Clearing Agency with respect to such Class or Series or (iii) after the         
occurrence of a Servicer Default,                                               

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Note Owners of Notes evidencing more than 50% of the principal balance of the   
Outstanding Notes (or such other percentage as specified in the related         
Indenture Supplement) of such Class or Series, as applicable, advise Indenture  
Trustee and the applicable Clearing Agency through the applicable Clearing      
Agency Participants in writing that the continuation of a book-entry system is  
no longer in the best interests of the Note Owners of such Class or Series, the 
Clearing Agency shall notify all Note Owners of such Class or Series of the     
occurrence of such event and of the availability of Definitive Notes to Note    
Owners of such Class or Series requesting the same. Upon surrender to Indenture 
Trustee of the Notes of such Class or Series, accompanied by registration       
instructions from the applicable Clearing Agency, Issuer shall execute and      
Indenture Trustee shall authenticate Definitive Notes of such Class or Series   
and shall recognize the registered holders of such Definitive Notes as          
Noteholders under this Indenture. Neither Issuer nor Indenture Trustee shall be 
liable for any delay in delivery of such instructions, and Issuer and Indenture 
Trustee may conclusively rely on, and shall be fully protected in relying on,   
such instructions. Upon the issuance of Definitive Notes of such Class or       
Series, all references herein to obligations imposed upon or to be performed by 
the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be 
imposed upon and performed by Indenture Trustee, to the extent applicable with  
respect to such Definitive Notes, and Indenture Trustee shall recognize the     
registered holders of the Definitive Notes of such Class or Series as           
Noteholders of such Class or Series hereunder. Definitive Notes will be         
transferable and exchangeable at the offices of Transfer Agent and Registrar.   

      Section 2.15 GLOBAL NOTE. If specified in the related Indenture Supplement
for any Series, Notes may be initially issued in the form of a single temporary 
Global Note (the "GLOBAL NOTE") in bearer form, without interest coupons, in the
denomination of the initial principal amount and substantially in the form      
attached to the related Indenture Supplement. Unless otherwise specified in the 
related Indenture Supplement, the provisions of this SECTION 2.15 shall apply to
such Global Note. The Global Note will be authenticated by Indenture Trustee    
upon the same conditions, in substantially the same manner and with the same    
effect as the Definitive Notes. The Global Note may be exchanged in the manner  
described in the related Indenture Supplement for Registered Notes or Bearer    
Notes in definitive form. Except as otherwise specifically provided in the      
Indenture Supplement, any Notes that are issued in bearer form pursuant to this 
Indenture shall be issued in accordance with the requirements of Code section   
163(f)(2).                                                                      

Section 2.16 MEETINGS OF NOTEHOLDERS. To the extent provided by the 
Indenture Supplement for any Series issued in whole or in part in Bearer Notes, 
Servicer or Indenture Trustee may at any time call a meeting of the Noteholders 
of such Series, to be held at such time and at such place as Servicer and       
Indenture Trustee, as the case may be, shall determine, for the purpose of      
approving a modification or amendment to, or obtaining a waiver of, any covenant
or condition set forth in this Indenture with respect to such Series or in the  
Notes of such Series, subject to ARTICLE X.                                     

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Section 2.17 UNCERTIFICATED CLASSES. Notwithstanding anything to the
contrary contained in this ARTICLE II or in ARTICLE XI, unless otherwise        
specified in any Indenture Supplement, any provisions contained in this ARTICLE 
II and in ARTICLE XI relating to the registration, form, execution,             
authentication, delivery, presentation, cancellation and surrender of Notes     
shall not be applicable to any uncertificated Notes, PROVIDED, HOWEVER, that,   
except as otherwise specifically provided in the Indenture Supplement, any such 
uncertificated Notes shall be issued in "registered form" within the meaning of 
Code section 163(f)(1).                                                         

ARTICLE III 

 REPRESENTATIONS AND COVENANTS OF ISSUER

Section 3.1 PAYMENT OF PRINCIPAL AND INTEREST.                      

(a) Issuer will duly and punctually pay principal and interest in   
accordance with the terms of the Notes as specified in the relevant Indenture   
Supplement.                                                                     

 (b) The Noteholders of a Series as of the Record Date in respect of a
Distribution Date shall be entitled to the interest accrued and payable and     
principal payable on such Distribution Date as specified in the related         
Indenture Supplement. All payment obligations under a Note are discharged to the
extent such payments are made to the Noteholder of record.                      

Section 3.2 MAINTENANCE OF OFFICE OR AGENCY. Issuer will maintain an
office or agency within the State of New York and such other locations as may be
set forth in an Indenture Supplement where Notes may be presented or surrendered
for payment, where Notes may be surrendered for registration of transfer or     
exchange and where notices and demands to or upon Issuer in respect of the Notes
and this Indenture may be served. Issuer hereby initially appoints Indenture    
Trustee at its Corporate Trust Office to serve as its agent for the foregoing   
purposes. Issuer will give prompt written notice to Indenture Trustee and the   
Noteholders of the location, and of any change in the location, of any such     
office or agency. If at any time Issuer shall fail to maintain any such office  
or agency or shall fail to furnish Indenture Trustee with the address thereof,  
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and Issuer hereby appoints Indenture Trustee at its     
Corporate Trust Office as its agent to receive all such presentations,          
surrenders, notices and demands.                                                

    Section 3.3 MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST. As specified in
SECTION 8.3 herein and in the related Indenture Supplement, all payments of     
amounts due and payable with respect to the Notes which are to be made from     
amounts withdrawn from the Collection Account and the Excess Funding Account    
shall be made on behalf of Issuer by Indenture Trustee or by Paying Agent, and  
no amounts so withdrawn from the Collection Account or the Excess Funding       
Account shall be paid over to or at the direction of Issuer except as provided  
in this SECTION 3.3 and in the related Indenture Supplement.                    

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Whenever Issuer shall have a Paying Agent in addition to Indenture  
Trustee, it will, on or before the Business Day next preceding each Distribution
Date, direct Indenture Trustee to deposit with such Paying Agent on or before   
such Distribution Date an aggregate sum sufficient to pay the amounts then      
becoming due, such sum to be (i) held in trust for the benefit of Persons       
entitled thereto and (ii) invested, pursuant to an Issuer Order, by Paying Agent
in Eligible Investments in accordance with the terms of the related Indenture   
Supplement. For all investments made by a Paying Agent under this Section 3.3,  
such Paying Agent shall be entitled to all of the rights and obligations of     
Indenture Trustee under the related Indenture Supplement, such rights and       
obligations being incorporated in this paragraph by this reference.             

Issuer will cause each Paying Agent other than Indenture Trustee to 
execute and deliver to Indenture Trustee an instrument in which such Paying     
Agent shall agree with Indenture Trustee (and if Indenture Trustee acts as      
Paying Agent, it hereby so agrees), subject to the provisions of this SECTION   
3.3, that such Paying Agent, in acting as Paying Agent, is an express agent of  
Issuer and, further, that such Paying Agent will:                               

        (i) hold all sums held by it for the payment of amounts due with
 respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise  
      disposed of as herein provided and pay such sums to such Persons as herein
provided;                                                           

          (ii) give a Trustee Officer of Indenture Trustee written notice of
   any default by Issuer (or any other obligor upon the Notes) of which it
      has actual knowledge in the making of any payment required to be made with
respect to the Notes;                                               

          (iii) at any time during the continuance of any such default, upon
the written request of Indenture Trustee, forthwith pay to Indenture
Trustee all sums so held in trust by such Paying Agent;             

      (iv) immediately resign as a Paying Agent and forthwith pay to
      Indenture Trustee all sums held by it in trust for the payment of Notes if
      at any time it ceases to meet the standards required to be met by a Paying
Agent at the time of its appointment; and                           

        (v) comply with all requirements of the Code with respect to the
   withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.                     

     Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct any
Paying Agent to pay to Indenture Trustee all sums held in trust by such Paying  
Agent, such sums to be held by Indenture Trustee upon the same trusts as those  
upon which such sums were held by such Paying Agent; and upon such payment      

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by any Paying Agent to Indenture Trustee, such Paying Agent shall be released   
from all further liability with respect to such sums.                           

 Section 3.4 EXISTENCE. Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of        
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,   
organized under the laws of any other State or of the United States of America, 
in which case Issuer will keep in full effect its existence, rights and         
franchises under the laws of such other jurisdiction) and will obtain and       
preserve its qualification to do business in each jurisdiction in which such    
qualification is or shall be necessary to protect the validity and              
enforceability of this Indenture, the Notes, the Collateral and each other      
related instrument or agreement.                                                

Section 3.5 PROTECTION OF COLLATERAL. Issuer will from time to time 
prepare, or cause to be prepared, execute and deliver all such supplements and  
amendments hereto and all such financing statements, continuation statements,   
instruments of further assurance and other instruments, and will take such other
action necessary or advisable to:                                               

(a) grant more effectively all or any portion of the Collateral as  
security for the Notes;                                                         

(b) maintain or preserve the lien (and the priority thereof) of this
Indenture or to carry out more effectively the purposes hereof;                 

     (c) perfect, publish notice of, or protect the validity of any Grant made
or to be made under this Indenture;                                             

(d) enforce any of the Collateral; or                               

      (e) preserve and defend title to the Collateral securing the Notes and the
rights therein of Indenture Trustee and the Noteholders secured thereby against 
the claims of all Persons and parties.                                          

     Issuer hereby designates Indenture Trustee its agent and attorney-in-fact
to execute any financing statement, continuation statement or other instrument  
required pursuant to this SECTION 3.5 and provided to it.                       

    Issuer shall pay or cause to be paid any taxes levied on all or any part
of the Collateral securing the Notes.                                           

Section 3.6 OPINIONS AS TO COLLATERAL.                              

     (a) On the Closing Date relating to any new Series of Notes, Issuer shall
furnish to Indenture Trustee an Opinion of Counsel (with a copy to each Rating  
Agency) either stating that, in the opinion of such counsel, such action has    
been taken to perfect the lien and security interest of this Indenture,         
including with respect to the recording and filing of this Indenture, any       
indentures supplemental hereto, and any other requisite documents, and with     
respect to the                                                                  

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execution and filing of any financing statements and continuation statements, as
are so necessary and reciting the details of such action, or stating that, in   
the opinion of such counsel, no such action is necessary to maintain the        
perfection of such lien and security interest.                                  

    (b) On or before May 30 in each calendar year, beginning in 2002, Issuer
shall furnish to Indenture Trustee an Opinion of Counsel satisfactory to the    
Rating Agencies either stating that, in the opinion of such counsel, such action
has been taken to perfect the lien and security interest of this Indenture,     
including with respect to the recording, filing, re-recording and refiling of   
this Indenture, any indentures supplemental hereto and any other requisite      
documents and with respect to the execution and filing of any financing         
statements and continuation statements as is so necessary and reciting the      
details of such action or stating that in the opinion of such counsel no such   
action is necessary to maintain the perfection of such lien and security        
interest. Such Opinion of Counsel shall also describe the recording, filing,    
re-recording and refiling of this Indenture, any indentures supplemental hereto 
and any other requisite documents and the execution and filing of any financing 
statements and continuation statements that will, in the opinion of such        
counsel, be required to maintain the perfection of the lien and security        
interest of this Indenture until May 30 in the following calendar year.         

Section 3.7 PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES.   

    (a) Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from any  
of such Person's material covenants or obligations under any instrument or      
agreement included in the Collateral or that would result in the amendment,     
hypothecation, subordination, termination or discharge of, or impair the        
validity or effectiveness of, any such instrument or agreement, except as       
expressly provided in this Indenture, the Pooling and Servicing Agreement, the  
Transfer and Servicing Agreement or such other instrument or agreement.         

     (b) Issuer may contract with other Persons to assist it in performing its
duties under this Indenture, and any performance of such duties by a Person     
identified to Indenture Trustee in an Officer's Certificate of Issuer shall be  
deemed to be action taken by Issuer. Initially, Issuer has contracted with      
Administrator to assist Issuer in performing its duties under this Indenture.   

     (c) Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Transaction Documents and in  
the instruments and agreements relating to the Collateral, including but not    
limited to filing or causing to be filed all UCC financing statements and       
continuation statements required to be filed by the terms of this Indenture and 
the Transfer and Servicing Agreement in accordance with and within the time     
periods provided for herein and therein.                                        

      (d) If Issuer shall have knowledge of the occurrence of a Servicer Default
under the Transfer and Servicing Agreement, Issuer shall cause Indenture        

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Trustee to promptly notify the Rating Agencies thereof, and shall cause         
Indenture Trustee to specify in such notice the action, if any, being taken with
respect to such default. If a Servicer Default shall arise from the failure of  
Servicer to perform any of its duties or obligations under the Transfer and     
Servicing Agreement with respect to the Receivables, Issuer shall take all      
reasonable steps available to it to remedy such failure.                        

     (e) On and after the receipt by Servicer of a Termination Notice pursuant
to SECTION 7.1 of the Transfer and Servicing Agreement, Servicer shall continue 
to perform all servicing functions under the Transfer and Servicing Agreement   
until the date specified in the Termination Notice or until a date mutually     
agreed upon by Servicer and Indenture Trustee. As promptly as possible after the
giving of a Termination Notice to Servicer, Indenture Trustee shall appoint a   
Successor Servicer, and such Successor Servicer shall accept its appointment by 
a written assumption. In the event that a Successor Servicer has not been       
appointed and accepted its appointment at the time when Servicer ceases to act  
as Servicer, Indenture Trustee in accordance with SECTION 7.2 of the Transfer   
and Servicing Agreement without further action shall automatically be appointed 
the Successor Servicer. Indenture Trustee may delegate any of its servicing     
obligations to an Affiliate or agent in accordance with SECTION 3.1(b) and      
SECTION 5.7 of the Transfer and Servicing Agreement. Notwithstanding the        
foregoing, Indenture Trustee shall, if it is legally unable so to act, petition 
at the expense of Servicer a court of competent jurisdiction to appoint any     
established institution qualifying as an Eligible Servicer as the Successor     
Servicer. Indenture Trustee shall give prompt notice to each Rating Agency and  
each Enhancement Provider upon the appointment of a Successor Servicer. Upon its
appointment, the Successor Servicer shall be the successor in all respects to   
Servicer with respect to servicing functions under the Transfer and Servicing   
Agreement and shall be subject to all the responsibilities, duties and          
liabilities relating thereto placed on Servicer by the terms and provisions     
thereof, and all references in this Indenture to Servicer shall be deemed to    
refer to the Successor Servicer. In connection with any Termination Notice,     
Indenture Trustee will review any bids which it obtains from Eligible Servicers 
and shall be permitted to appoint any Eligible Servicer submitting such a bid as
a Successor Servicer for servicing compensation, subject to the limitations set 
forth in SECTION 7.2 of the Transfer and Servicing Agreement. Notwithstanding   
anything else herein to the contrary, in no event shall Indenture Trustee be    
liable for any servicing fee.                                                   

     (f) Without derogating from the absolute nature of the assignment granted
to Indenture Trustee under this Indenture or the rights of Indenture Trustee    
hereunder, Issuer agrees (i) that it will not, without the prior written consent
of Indenture Trustee and Noteholders holding a majority of the Outstanding      
Amount of the Notes of each Series, amend, modify, waive, supplement, terminate 
or surrender, or agree to any amendment, modification, supplement, termination, 
waiver or surrender of, the terms of any Collateral (except to the extent       
otherwise provided in the Transfer and Servicing Agreement) or the Transaction  
Documents (except to the extent otherwise provided in the Transaction           
Documents), or waive timely performance or                                      

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observance by Servicer or Transferor of their respective obligations under the  
Transfer and Servicing Agreement; and (ii) that any such amendment shall not (A)
increase or reduce in any manner the amount of, or accelerate or delay the      
timing of, distributions that are required to be made for the benefit of the    
Noteholders or (B) reduce the aforesaid percentage of the Notes that is required
to consent to any such amendment, without the consent of the Holders of all the 
Outstanding Notes. If any such amendment, modification, supplement or waiver    
shall be so consented to by Indenture Trustee and such Noteholders, Issuer      
agrees, to execute and deliver, in its own name and at its own expense, such    
agreements, instruments, consents and other documents as are necessary or       
appropriate in the circumstances.                                               

 Section 3.8 NEGATIVE COVENANTS. So long as any Notes are Outstanding,
Issuer will not:                                                                

 (a) sell, transfer, exchange, or otherwise dispose of any part of the
Collateral unless directed to do so by Indenture Trustee, except as expressly   
permitted by this Indenture and any Indenture Supplement, the Trust Agreement or
the Transfer and Servicing Agreement;                                           

  (b) claim any credit on, or make any deduction from, the principal and
interest payable in respect of the Notes (other than amounts properly withheld  
from such payments under the Code or applicable state law) or assert any claim  
against any present or former Noteholder by reason of the payment of any taxes  
levied or assessed upon any part of the Collateral;                             

(c) incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness other than incurred under the Notes and this   
Indenture;                                                                      

(d) (i) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,     
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture     
except as may be expressly permitted hereby, (ii) permit any Lien, charge,      
excise, claim, security interest, mortgage or other encumbrance (other than the 
lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Collateral or any part thereof or any interest therein or the        
proceeds thereof or (iii) permit the lien of this Indenture not to constitute a 
valid first priority security interest (other than with respect to a tax,       
mechanics, or similar lien) in the Collateral; or                               

(e) voluntarily dissolve or liquidate in whole or in part.          

     Section 3.9 STATEMENTS AS TO COMPLIANCE. Issuer will deliver to Indenture
Trustee and the Rating Agencies, within 120 days after the end of each fiscal   
year of Issuer at the end of which any Notes are outstanding (commencing within 
120 days after the end of the fiscal year 2001), an Officer's Certificate       
stating, as to the Authorized Officer signing such Officer's Certificate, that  

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           (i) a review of the activities of Issuer during the 12-month period
ending at the end of such fiscal year and of performance under this 
    Indenture has been made under such Authorized Officer's supervision, and

         (ii) to the best of such Authorized Officer's knowledge, based on
    such review, Issuer has complied with all conditions and covenants under
   this Indenture throughout such year, or, if there has been a default in
  the compliance of any such condition or covenant, specifying each such
default known to such Authorized Officer and the nature and status  
thereof.                                                            

Section 3.10 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.   

    (a) Issuer shall not consolidate or merge with or into any other Person,
unless:                                                                         

                (1) the Person (if other than Issuer) formed by or surviving
    such consolidation or merger (the "SURVIVING PERSON") (i) is
     organized and existing under the laws of the United States of
     America or any state or the District of Columbia, (ii) is not
  subject to regulation as an "investment company" under the
           Investment Company Act and (iii) expressly assumes, by an indenture
            supplemental hereto, executed and delivered to Indenture Trustee, in
            a form satisfactory to Indenture Trustee, the obligation to make due
          and punctual payment of the principal of and interest on all Notes
           and the performance of every covenant of this Indenture on the part
of Issuer to be performed or observed;                  

               (2) immediately after giving effect to such transaction, no
            Event of Default or Early Amortization Event shall have occurred and
be continuing;                                          

           (3) Issuer shall have delivered to Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that
        (i) such consolidation or merger and such supplemental indenture
    comply with this SECTION 3.10, (ii) all conditions precedent
           provided for in this SECTION 3.10 relating to such transaction have
         been complied with (including any filing required by the Exchange
       Act), and (iii) such supplemental indenture is duly authorized,
            executed and delivered and is valid, binding and enforceable against
the Surviving Person;                                   

                  (4) the Rating Agency Condition shall have been satisfied with
respect to such transaction;                            

                (5) Issuer shall have received a Tax Opinion with respect to
such consolidation or merger; and                       

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             (6) any action that is necessary to maintain the lien and
          security interest created by this Indenture shall have been taken.

For the avoidance of doubt, this SECTION 3.10 shall not apply to the
transfer of the Receivables and other assets to Issuer on Certificate Trust     
Termination Date.                                                               

    (b) Issuer shall not convey or transfer any of its properties or assets,
including those included in the Collateral, substantially as an entirety to any 
Person, unless:                                                                 

              (1) the Person that acquires by conveyance or transfer the
           properties and assets of Issuer the conveyance or transfer of which
            is hereby restricted (the "ACQUIRING PERSON") (A) is a United States
        citizen or a Person organized and existing under the laws of the
           United States of America or any state, or the District of Columbia,
         (B) is not subject to regulation as an "investment company" under
          the Investment Company Act, (C) expressly assumes, by an indenture
            supplemental hereto, executed and delivered to Indenture Trustee, in
          form satisfactory to Indenture Trustee, the obligation to make due
           and punctual payments of the principal of and interest on all Notes
           and the performance of every covenant of this Indenture on the part
            of Issuer to be performed or observed, (D) expressly agrees by means
            of such supplemental indenture that all right, title and interest so
       conveyed or transferred shall be subject and subordinate to the
        rights of Holders of the Notes, (E) unless otherwise provided in
         such supplemental indenture, expressly agree to indemnify, defend
        and hold harmless Issuer against and from any loss, liability or
            expense arising under or related to this Indenture and the Notes and
         (F) expressly agrees by means of such supplemental indenture that
         such Person (or if a group of Persons, then one specified Person)
 shall make all filings with the Commission (and any other
           appropriate Person) required by the Exchange Act in connection with
the Notes;                                              

               (2) immediately after giving effect to such transaction, no
            Event of Default or Early Amortization Event shall have occurred and
be continuing;                                          

                  (3) the Rating Agency Condition shall have been satisfied with
respect to such transaction;                            

                (4) Issuer shall have received a Tax Opinion with respect to
such transaction;                                       

             (5) any action that is necessary to maintain the lien and
          security interest created by this Indenture shall have been taken;
and                                                     

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           (6) Issuer shall have delivered to Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that
       (i) such conveyance or transfer and such supplemental indenture
           comply with this SECTION 3.10, (ii) all conditions precedent herein
         provided for relating to such transaction have been complied with
           (including any filing required by the Exchange Act), and (iii) such
         supplemental indenture is duly authorized, executed and delivered
           and is valid, binding and enforceable against the Acquiring Person.

    Section 3.11 SUCCESSOR SUBSTITUTED. Upon any consolidation or merger, or
any conveyance or transfer of the properties and assets of Issuer substantially 
as an entirety in accordance with SECTION 3.10, the Surviving Person or the     
Acquiring Person, as the case may be, shall succeed to, and be substituted for, 
and may exercise every right and power of, Issuer under this Indenture with the 
same effect as if such Person had been named as Issuer herein. In the event of  
any such conveyance or transfer, the Person named as Issuer in the first        
paragraph of this Indenture or any successor which shall theretofore have become
such in the manner prescribed in this SECTION 3.11 shall be released from its   
obligations under this Indenture as issued immediately upon the effectiveness of
such conveyance or transfer, provided that Issuer shall not be released from any
obligations or liabilities to Indenture Trustee or the Noteholders arising prior
to such effectiveness.                                                          

   Section 3.12 NO OTHER BUSINESS. Issuer shall not engage in any business
other than the activities set forth in Section 2.3 of the Trust Agreement.      

     Section 3.13 INVESTMENTS. Except as contemplated by this Indenture or the
Transfer and Servicing Agreement, Issuer shall not own, purchase, repurchase or 
acquire (or agree contingently to do so) any stock, obligations, assets or      
securities of, or any other interest in, or make any capital contribution to,   
any other Person.                                                               

    Section 3.14 CAPITAL EXPENDITURES. Issuer shall not make any expenditure
(by long-term or operating lease or otherwise) for capital assets (either realty
or personalty).                                                                 

Section 3.15 REMOVAL OF ADMINISTRATOR. So long as any Notes are     
outstanding, Issuer shall not remove Administrator without cause unless the     
Rating Agency Condition shall have been satisfied in connection with such       
removal.                                                                        

Section 3.16 RESTRICTED PAYMENTS. Issuer shall not, directly or     
indirectly, (i) pay any dividend or make any distribution (by reduction of      
capital or otherwise), whether in cash, property, securities or a combination   
thereof, to the Owner Trustee or any owner of a beneficial interest in Issuer or
otherwise with respect to any ownership or equity interest or security in or of 
Issuer or to Servicer, (ii) redeem, purchase, retire or otherwise acquire for   
value any such ownership or equity interest or security or (iii) set aside or   
otherwise segregate any amounts for any such purpose; PROVIDED, HOWEVER, that   
Issuer may make, or                                                             

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cause to be made, (x) distributions as contemplated by, and to the extent funds 
are available for such purpose under, the Transaction Documents and (y) payments
to Indenture Trustee pursuant to SECTION 6.7. Issuer will not, directly or      
indirectly, make payments to or distributions from the Collection Account except
in accordance with the Transaction Documents.                                   

     Section 3.17 NOTICE OF EVENTS OF DEFAULT. Issuer agrees to give a Trustee
Officer of Indenture Trustee and the Rating Agencies prompt written notice of   
each Event of Default hereunder, written notice of each default on the part of  
Servicer or Transferor of its obligations under the Transfer and Servicing      
Agreement and each default on the part of RPA Seller of its obligations under   
the Receivables Purchase Agreement, immediately after obtaining knowledge       
thereof.                                                                        

    Section 3.18 DERIVATIVE FINANCIAL INVESTMENTS. Issuer shall not hold any
derivative financial instrument unless such derivative financial instrument     
complies with the requirements of paragraph 40 of Statement of Financial        
Accounting Standards No. 140 issued by the Financial Accounting Standards Board,
including any interpretations thereof or any successor regulations issued by the
Financial Accounting Standards Board.                                           

      Section 3.19 FURTHER INSTRUMENTS AND ACTS. Issuer will execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Indenture.          

      Section 3.20 PERFECTION REPRESENTATIONS AND WARRANTIES. The parties hereto
agree that the representations, warranties and covenants set forth in Schedule I
shall be a part of this Indenture for all purposes.                             

ARTICLE IV

SATISFACTION AND DISCHARGE

    Section 4.1 SATISFACTION AND DISCHARGE OF THIS INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (a)  
rights of registration of transfer and exchange, (b) substitution of mutilated, 
destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive       
payments of principal thereof and interest thereon, (d) SECTIONS 3.3, 3.7, 3.8, 
3.11, 3.12 and 12.16, (e) the rights and immunities of Indenture Trustee        
hereunder, including the rights of Indenture Trustee under SECTION 6.7, and the 
obligations of Indenture Trustee under SECTION 4.2, and (f) the rights of       
Noteholders as beneficiaries hereof with respect to the property so deposited   
with Indenture Trustee and payable to all or any of them, and Indenture Trustee,
on written demand of and at the expense of Issuer, shall execute proper         
instruments acknowledging satisfaction and discharge of this Indenture with     
respect to the Notes when:                                                      

(i) either                                              

                       (A) all Notes theretofore authenticated and
               delivered (other than (1) Notes which have been
destroyed,                      

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                       lost or stolen and which have been replaced, or paid as
                     provided in SECTION 2.6, and (2) Notes for whose full
                        payment Issuer has theretofore deposited money in trust,
                   which money has thereafter been repaid to Issuer or
                       discharged from such trust, as provided in SECTION 3.3)
            have been delivered to Indenture Trustee for
cancellation; or                

                      (B) all Notes not theretofore delivered to
   Indenture Trustee for cancellation:

(1) have become due and payable;            

                  (2) will become due and payable at the Series Termination Date
for such Class or Series of Notes; or                   

             (3) are to be called for redemption within one year under
        arrangements satisfactory to Indenture Trustee for the giving of
         notice of redemption by Indenture Trustee in the name, and at the
expense, of Issuer;                                     

             (4) and Issuer, in the case of (1), (2) or (3) above, has
        irrevocably deposited or caused to be irrevocably deposited with
      Indenture Trustee cash or direct obligations of or obligations
           guaranteed by the United States of America (which will mature prior
            to the date such amounts are payable), in trust for such purpose, in
            an amount sufficient to pay and discharge the entire indebtedness on
     such Notes not theretofore delivered to Indenture Trustee for
           cancellation when due at the Series Termination Date for such Class
           or Series of Notes or the Redemption Date (if Notes shall have been
            called for redemption pursuant to the related Indenture Supplement),
as the case may be;                                     

        (ii) Issuer has paid or caused to be paid all other sums payable
hereunder by Issuer; and                                            

    (iii) Issuer has delivered to Indenture Trustee an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA or   
  Indenture Trustee) an Independent Certificate from a firm of certified
   public accountants, each meeting the applicable requirements of SECTION
      12.1(a) and each stating that all conditions precedent herein provided for
  relating to the satisfaction and discharge of this Indenture have been
complied with.                                                      

 Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of Issuer to Indenture Trustee under SECTION 6.7 and of Indenture   
Trustee to the Noteholders under SECTION 4.2 shall survive such satisfaction and
discharge.                                                                      

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Section 4.2 APPLICATION OF ISSUER MONEY. All monies deposited with  
Indenture Trustee pursuant to SECTION 4.1 shall be held in trust and applied by 
it, in accordance with the provisions of the Notes, this Indenture and the      
applicable Indenture Supplement, to make payments, either directly or through   
any Paying Agent to the Noteholders and for the payment in respect of which such
monies have been deposited with Indenture Trustee, of all sums due and to become
due thereon for principal and interest; but such monies need not be segregated  
from other funds except to the extent required herein or in the Transfer and    
Servicing Agreement or required by law.                                         

ARTICLE V 

EARLY AMORTIZATION EVENTS, DEFAULTS AND REMEDIES

     Section 5.1 EARLY AMORTIZATION EVENTS. If any one of the following events
(each, a "TRUST EARLY AMORTIZATION EVENT") shall occur:                         

    (a) the occurrence of an Insolvency Event relating to WFN or Transferor;

 (b) WFN shall become unable for any reason to transfer Receivables to
Transferor pursuant to the Receivables Purchase Agreement or Transferor shall   
become unable for any reason to transfer Receivables to Issuer pursuant to the  
Transfer and Servicing Agreement; or                                            

     (c) Certificate Trust or Issuer shall become subject to regulation by the
Commission as an "investment company" within the meaning of the Investment      
Company Act.                                                                    

then an Early Amortization Event with respect to all Series of Notes shall occur
without any notice or other action on the part of Indenture Trustee or the      
Noteholders immediately upon the occurrence of such event.                      

    Upon the occurrence of an Early Amortization Event, payment on the Notes
of each Series will be made in accordance with the terms of the related         
Indenture Supplement.                                                           

    Section 5.2 EVENTS OF DEFAULT. "EVENT OF DEFAULT," wherever used herein,
means with respect to any Series any one of the following events (whatever the  
reason for such Event of Default and whether it shall be voluntary or           
involuntary or be effected by operation of law or pursuant to any judgment,     
decree or order of any court or any order, rule or regulation of any            
administrative or governmental body):                                           

      (a) default in the payment of the principal of any Note of that Series, if
and to the extent not previously paid, when the same becomes due and payable on 
its Series Termination Date; or                                                 

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      (b) default in the payment of any interest on any Note of that Series when
the same becomes due and payable, and such default shall continue for a period  
of thirty-five (35) days; or                                                    

(c) the filing of a decree or order for relief by a court having    
jurisdiction in the premises in respect of Issuer in an involuntary case under  
any applicable federal or state bankruptcy, insolvency or other similar law now 
or hereafter in effect, or appointing a receiver, conservator, liquidator,      
assignee, custodian, trustee, sequestrator or similar official for Issuer or    
ordering the winding-up or liquidation of Issuer's affairs, and such decree or  
order shall remain unstayed and in effect for a period of sixty (60) consecutive
days; or                                                                        

   (d) the commencement by Issuer of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by Issuer to the entry of an order for relief in an      
involuntary case under any such law, or the consent by Issuer to the appointment
of or the taking possession by a receiver, liquidator, assignee, custodian,     
trustee, sequestrator, conservator or similar official of Issuer, or the making 
by Issuer of any general assignment for the benefit of creditors, or the failure
by Issuer generally to pay, or the admission in writing by Issuer of its        
inability to pay, its debts as such debts become due, or the taking of action by
Issuer in furtherance of any of the foregoing; or                               

     (e) default in the observance or performance of any covenant or agreement
of Issuer made in this Indenture made in respect of the Notes of such Series    
(other than a covenant or agreement, a default in the observance or performance 
of which is elsewhere in this SECTION 5.2 specifically dealt with) (all of such 
covenants and agreements in the Indenture which are not expressly stated to be  
for the benefit of a particular Series being deemed to be in respect of the     
Notes of all Series for this purpose) and such default shall continue or not be 
cured for a period of sixty (60) days after there shall have been given, by     
registered or certified mail, return receipt requested to Issuer by Indenture   
Trustee or to Issuer and Indenture Trustee by the Holders of Notes representing 
at least 25% of the principal balance of the Outstanding Notes of such Series, a
written notice specifying such default and requiring it to be remedied and      
stating that such notice is a "NOTICE OF DEFAULT" hereunder and, as a result of 
such default, the interests of the Holders of the Notes are materially and      
adversely affected and continue to be materially and adversely affected during  
the 60-day period; or                                                           

      (f) any additional events specified in the Indenture Supplement related to
such Series.                                                                    

  Issuer shall deliver to a Trustee Officer of Indenture Trustee, within
five (5) days after the occurrence thereof, written notice in the form of an    
Officer's Certificate of any event which with the giving of notice and the lapse
of time would become an Event of Default, its status and what action Issuer is  
taking or proposes to take with respect thereto.                                

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 Section 5.3 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default described in PARAGRAPH (a), (b) or (e) of SECTION 5.2 should   
occur and be continuing with respect to a Series, then and in every such case   
Indenture Trustee or the Holders of Notes representing more than 50% of the     
principal balance of the Outstanding Notes of such Series may declare all the   
Notes of such Series to be immediately due and payable, by a notice in writing  
to Issuer (and to a Trustee Officer of Indenture Trustee if declared by         
Noteholders), and upon any such declaration the unpaid principal amount of such 
Notes, together with accrued and unpaid interest thereon through the date of    
acceleration, shall become immediately due and payable.                         

   If an Event of Default described in PARAGRAPH (c) or (d) of SECTION 5.2
should occur and be continuing, then the unpaid principal of the Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
automatically become due and payable.                                           

   At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been      
obtained by Indenture Trustee as hereinafter provided in this ARTICLE V, the    
Holders of Notes representing more than 50% of the principal balance of the     
Outstanding Notes of such Series, by written notice to Issuer, a Trustee Officer
of Indenture Trustee and the Rating Agencies, may rescind and annul such        
declaration and its consequences; PROVIDED, THAT:                               

    (a) Issuer has paid or deposited with Indenture Trustee a sum sufficient
to pay:                                                                         

          (i) all payments of principal of and interest on all Notes and all
    other amounts that would then be due hereunder or upon such Notes if the
   Event of Default giving rise to such acceleration had not occurred; and

         (ii) all sums paid or advanced by Indenture Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of
Indenture Trustee and its agents and counsel; and                   

    (b) all Events of Default, other than the nonpayment of the principal of
the Notes that has become due solely by such acceleration, have been cured or   
waived as provided in SECTION 5.13.                                             

      No such rescission shall affect any subsequent default or impair any right
consequent thereto.                                                             

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Section 5.4 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY 
INDENTURE TRUSTEE.                                                              

  (a) Issuer covenants that if (i) default is made in the payment of any
interest on any Note when the same becomes due and payable, and such default    
continues for a period of thirty-five (35) days following the date on which such
interest became due and payable, or (ii) default is made in the payment of      
principal of any Note, if and to the extent not previously paid, when the same  
becomes due and payable on the Series Termination Date, Issuer will, upon demand
of Indenture Trustee, pay to it, for the benefit of the Holders of the Notes of 
the affected Series, the whole amount then due and payable on such Notes for    
principal and interest, with interest upon the overdue principal, and, to the   
extent payment at such rate of interest shall be legally enforceable, interest  
upon overdue installments of interest, as specified in the related Indenture    
Supplement, and in addition thereto will pay such further amount as shall be    
sufficient to cover the costs and expenses of collection, including the         
reasonable compensation, expenses, disbursements and advances of Indenture      
Trustee and its agents and counsel.                                             

 (b) In case Issuer shall fail forthwith to pay such amounts upon such
demand, Indenture Trustee, in its own name and as trustee of an express trust,  
may institute a Proceeding for the collection of the sums so due and unpaid, and
may prosecute such Proceeding to judgment or final decree, and may enforce the  
same against Issuer or other obligor upon such Notes and collect in the manner  
provided by law out of the property of Issuer or other obligor upon such Notes, 
wherever situated, the moneys adjudged or decreed to be payable.                

  (c) If an Event of Default occurs and is continuing, Indenture Trustee
may, as more particularly provided in SECTION 5.5, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders of the affected
Series, by such appropriate Proceedings as Indenture Trustee shall deem         
necessary to protect and enforce any such rights, whether for the specific      
enforcement of any covenant or agreement in this Indenture or in aid of the     
exercise of any power granted herein, or to enforce any other proper remedy or  
legal or equitable right vested in Indenture Trustee by this Indenture or by    
law.                                                                            

(d) In case there shall be pending, relative to Issuer or any other 
obligor upon the Notes of the affected Series, or any Person having or claiming 
an ownership interest in the Collateral, Proceedings under Title 11 of the      
United States Code or any other applicable federal or state bankruptcy,         
insolvency or other similar law now or hereafter in effect, or in case a        
receiver, conservator, assignee or trustee in bankruptcy or reorganization,     
liquidator, sequestrator, custodian or other similar official shall have been   
appointed for or taken possession of Issuer or its property or such other       
obligor or Person, or in case of any other comparable judicial Proceedings      
relative to Issuer or other obligor upon the Notes of such Series, or to the    
creditors or property of Issuer or such other obligor, Indenture Trustee,       
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether 
Indenture Trustee shall have made any demand pursuant                           

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to the provisions of this SECTION 5.4, shall be entitled and empowered, by      
intervention in such Proceedings or otherwise:                                  

       (i) to file and prove a claim or claims for the whole amount of
   principal and interest owing and unpaid in respect of the Notes of such
    Series and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of Indenture Trustee (including any
claim for reasonable compensation to Indenture Trustee and each     
     predecessor Indenture Trustee, and their respective agents, attorneys and
    counsel, and for reimbursement of all expenses and liabilities incurred,
      and all advances made, by Indenture Trustee and each predecessor Indenture
   Trustee, except as a result of negligence or willful misconduct) and of
the Noteholders of such Series allowed in such Proceedings;         

            (ii) unless prohibited by applicable law and regulations, to vote on
behalf of the Holders of Notes of such Series in any election of a  
    trustee, a standby trustee or Person performing similar functions in any
such Proceedings;                                                   

            (iii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute all amounts received with
    respect to the claims of the Noteholders of such Series and of Indenture
Trustee on their behalf; and                                        

          (iv) to file such proofs of claim and other papers or documents as
  may be necessary or advisable in order to have the claims of Indenture
  Trustee or the Holders of Notes of such Series allowed in any judicial
Proceedings relative to Issuer, its creditors and its property;     

and any trustee, receiver, conservator, liquidator, custodian, assignee,        
sequestrator or other similar official in any such Proceeding is hereby         
authorized by each of such Noteholders to make payments to Indenture Trustee,   
and, in the event that Indenture Trustee shall consent to the making of payments
directly to such Noteholders, to pay to Indenture Trustee such amounts as shall 
be sufficient to cover reasonable compensation to Indenture Trustee, each       
predecessor Indenture Trustee and their respective agents, attorneys and        
counsel, and all other expenses and liabilities incurred, and all advances made,
by Indenture Trustee and each predecessor Indenture Trustee except as a result  
of negligence or willful misconduct.                                            

(e) Nothing herein contained shall be deemed to authorize Indenture 
Trustee to authorize or consent to or vote for or accept or adopt on behalf of  
any Noteholder any plan of reorganization, arrangement, adjustment or           
composition affecting the Notes or the rights of any Holder thereof or to       
authorize Indenture Trustee to vote in respect of the claim of any Noteholder in
any such proceeding except, as aforesaid, to vote for the election of a trustee 
in bankruptcy or similar Person.                                                

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     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by Indenture Trustee without the        
possession of any of the Notes or the production thereof in any trial or other  
Proceedings relative thereto, and any such action or Proceedings instituted by  
Indenture Trustee shall be brought in its own name as trustee of an express     
trust, and any recovery of judgment, subject to the payment of the expenses,    
disbursements and compensation of Indenture Trustee, each predecessor Indenture 
Trustee and their respective agents and attorneys, shall be for the benefit of  
the Holders of the Notes of the affected Series as provided herein.             

(g) In any Proceedings brought by Indenture Trustee (and also any   
Proceedings involving the interpretation of any provision of this Indenture to  
which Indenture Trustee shall be a party), Indenture Trustee shall be held to   
represent all the Holders of the Notes of the affected Series, and it shall not 
be necessary to make any such Noteholder a party to any such Proceedings.       

Section 5.5 REMEDIES; PRIORITIES.                                   

 (a) If an Event of Default shall have occurred and be continuing with
respect to any Series, and the Notes of such Series have been accelerated       
pursuant to SECTION 5.3, Indenture Trustee may do one or more of the following  
(subject to SECTIONS 5.6 and 12.16):                                            

      (i) institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Notes
of the affected Series or under this Indenture with respect thereto,
   whether by declaration or otherwise, enforce any judgment obtained, and
     collect from Issuer and any other obligor upon such Notes moneys adjudged
due;                                                                

         (ii) take any other appropriate action to protect and enforce the
    rights and remedies of Indenture Trustee and the Holders of the Notes of
the affected Series;                                                

           (iii) cause the Receivables Trust to sell Principal Receivables (or
 interests therein) in an amount equal to the Collateral Amount of the
accelerated Series and the related Finance Charge Receivables in    
accordance with SECTION 5.16;                                       

PROVIDED, HOWEVER, that Indenture Trustee may not exercise the remedy described 
in subparagraph (iii) above unless (A) (1) the Holders of Notes representing    
100% of the principal balance of the Outstanding Notes of the affected Series   
consent in writing thereto, (2) Indenture Trustee determines that any proceeds  
of such exercise distributable to the Noteholders of the affected Series are    
sufficient to discharge in full all amounts then due and unpaid upon the Notes  
for principal and interest and is directed to exercise this remedy by Holders of
Notes representing more than 50% of the principal balance of the Outstanding    
Notes of such Series, or (3) Indenture Trustee determines that the Collateral   
may not continue to provide sufficient funds for the payment of principal of and
interest on the Notes as they would have become due if the Notes had not been   
declared due and                                                                

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payable, and Indenture Trustee obtains the consent of the Holders of Notes      
representing at least 66-2/3% of the principal balance of the Outstanding Notes 
of each Class of such Series and (B) Indenture Trustee has been provided with an
Opinion of Counsel to the effect that the exercise of such remedy complies with 
applicable federal and state securities laws. In determining such sufficiency or
insufficiency with respect to clauses (A)(2) and (A)(3), Indenture Trustee may, 
but need not, obtain and conclusively rely upon an opinion of an Independent    
investment banking or accounting firm of national reputation as to the          
feasibility of such proposed action and as to the sufficiency of the Collateral 
for such purpose.                                                               

   The remedies provided in this SECTION 5.5(a) are the exclusive remedies
provided to the Noteholders with respect to the Collateral and each of the      
Noteholders (by their acceptance of their respective interests in the Notes) or 
Indenture Trustee hereby expressly waive any other remedy that might have been  
available under the applicable UCC.                                             

    (b) If Indenture Trustee collects any money or property pursuant to this
Article V following the acceleration of the Notes of the affected Series        
pursuant to Section 5.3 (so long as such a declaration shall not have been      
rescinded or annulled), it shall pay out the money or property in the following 
order:                                                                          

     FIRST:      to Indenture Trustee for amounts due pursuant to SECTION 6.7;
and                                         

SECOND:     unless otherwise specified in the related Indenture     
               Supplement, to Servicer for distribution in accordance with
            Article IV of the related Indenture Supplement with such
                amounts being deemed to be Principal Collections and Finance
        Charge Collections in the same proportion as (x) the
               outstanding principal balance of the Notes bears to (y) the
                 sum of the accrued and unpaid interest on the Notes and other
               fees and expenses payable in connection therewith under the
                  applicable Indenture Supplement, including the amounts payable
       under any Enhancements with respect to such Series.

     (c) Indenture Trustee may, upon notification to Issuer, fix a record date
and payment date for any payment to Noteholders of the affected Series pursuant 
to this SECTION 5.5. At least fifteen (15) days before such record date,        
Indenture Trustee shall mail or send by facsimile, at the expense of Servicer,  
to each such Noteholder a notice that states the record date, the payment date  
and the amount to be paid.                                                      

  (d) In addition to the application of money or property referred to in
SECTION 5.5(b) for an accelerated Series, amounts then held in the Collection   
Account, Excess Funding Account or any Series Accounts for such Series and any  
amounts available under the Enhancement for such Series shall be used to make   

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payments to the Holders of the Notes of such Series and the Enhancement Provider
for such Series in accordance with the terms of this Indenture, the related     
Indenture Supplement and the Enhancement for such Series. Following the sale of 
any Principal Receivables and related Finance Charge Receivables pursuant to    
SECTION 5.5(a)(iii) (or interests therein) for a Series and the application of  
the proceeds of such sale to such Series and the application of the amounts then
held in the Collection Account, the Excess Funding Account and any Series       
Accounts for such Series as are allocated to such Series and any amounts        
available under the Enhancement for such Series, such Series shall no longer be 
entitled to any allocation of Collections or other property constituting the    
Collateral under this Indenture.                                                

    Section 5.6 OPTIONAL PRESERVATION OF THE COLLATERAL. If the Notes of any
Series have been declared to be due and payable under SECTION 5.3 following an  
Event of Default and such declaration and its consequences have not been        
rescinded and annulled, and Indenture Trustee has not received directions from  
the Noteholders pursuant to SECTION 5.12, Indenture Trustee may, but need not,  
elect to maintain possession of the portion of the Collateral which secures such
Notes and apply proceeds of the Collateral to make payments on such Notes to the
extent such proceeds are available therefor. It is the desire of the parties    
hereto and the Noteholders that there be at all times sufficient funds for the  
payment of principal of and interest on the Notes, and Indenture Trustee shall  
take such desire into account when determining whether or not to maintain       
possession of the Collateral. In determining whether to maintain possession of  
the Collateral, Indenture Trustee may, but need not, obtain and conclusively    
rely upon an opinion of an Independent investment banking or accounting firm of 
national reputation as to the feasibility of such proposed action and as to the 
sufficiency of the Collateral for such purpose.                                 

  Section 5.7 LIMITATION ON SUITS. No Noteholder shall have any right to
institute any proceedings, judicial or otherwise, with respect to this          
Indenture, or for the appointment of a receiver or trustee, or for any other    
remedy hereunder, unless:                                                       

    (a) the Holders of Notes representing not less than 25% of the principal
balance of the Outstanding Notes of each affected Series have made written      
request to Indenture Trustee to institute such proceeding in its own name as    
indenture trustee;                                                              

     (b) such Noteholder or Noteholders has previously given written notice to
Indenture Trustee of a continuing Event of Default;                             

(c) such Noteholder or Noteholders has offered to Indenture Trustee 
indemnity satisfactory to it against the costs, expenses and liabilities to be  
incurred in compliance with such request;                                       

(d) Indenture Trustee for sixty (60) days after its receipt of such 
request and offer of indemnity has failed to institute any such Proceeding; and 

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     (e) no direction inconsistent with such written request has been given to
Indenture Trustee during such 60-day period by the Holders of Notes representing
more than 50% of the principal balance of the Outstanding Notes of such Series; 

it being understood and intended that no one or more Noteholders of the affected
Series shall have any right in any manner whatever by virtue of, or by availing 
of, any provision of this Indenture to affect, disturb or prejudice the rights  
of any other Noteholders of such Series or to obtain or to seek to obtain       
priority or preference over any other Noteholders of such Series or to enforce  
any right under this Indenture, except in the manner herein provided.           

    In the event Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two (2) or more groups of Noteholders of such       
affected Series, each representing no more than 50% of the principal balance of 
the Outstanding Notes of such Series, Indenture Trustee in its sole discretion  
may determine what action, if any, shall be taken, notwithstanding any other    
provisions of this Indenture.                                                   

    Section 5.8 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND
INTEREST. Notwithstanding any other provision in this Indenture, each Noteholder
shall have the right which is absolute and unconditional to receive payment of  
the principal of and interest in respect of such Note as such principal and     
interest becomes due and payable and to institute suit for the enforcement of   
any such payment, and such right shall not be impaired without the consent of   
such Noteholder.                                                                

   Section 5.9 RESTORATION OF RIGHTS AND REMEDIES. If Indenture Trustee or
any Noteholder has instituted any Proceeding to enforce any right or remedy     
under this Indenture and such Proceeding has been discontinued or abandoned, or 
has been determined adversely to Indenture Trustee or to such Noteholder, then  
and in every such case Issuer, Indenture Trustee and the Noteholder shall,      
subject to any determination in such Proceeding, be restored severally and      
respectively to their former positions hereunder, and thereafter all rights and 
remedies of Indenture Trustee and the Noteholders shall continue as though no   
such Proceeding had been instituted.                                            

   Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. No right, remedy, power or
privilege herein conferred upon or reserved to Indenture Trustee or to the      
Noteholders is intended to be exclusive of any other right, remedy, power or    
privilege, and every right, remedy, power or privilege shall, to the extent     
permitted by law, be cumulative and in addition to every other right, remedy,   
power or privilege given hereunder or now or hereafter existing at law or in    
equity or otherwise. The assertion or exercise of any right or remedy shall not 
preclude any other further assertion or the exercise of any other appropriate   
right or remedy.                                                                

    Section 5.11 DELAY OR OMISSION NOT WAIVER. No failure to exercise and no
delay in exercising, on the part of Indenture Trustee or of any Noteholder or   

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other Person, any right or remedy occurring hereunder upon any Event of Default 
shall impair any such right or remedy or constitute a waiver thereof of any such
Event of Default or an acquiescence therein. Every right and remedy given by    
this ARTICLE V or by law to Indenture Trustee or to the Noteholders may be      
exercised from time to time, and as often as may be deemed expedient, by        
Indenture Trustee or by the Noteholders, as the case may be.                    

Section 5.12 RIGHTS OF NOTEHOLDERS TO DIRECT INDENTURE TRUSTEE. The 
Holders of Notes representing more than 50% of the principal balance of the     
Outstanding Notes of any affected Series shall have the right to direct in      
writing the time, method and place of conducting any Proceeding for any remedy  
available to Indenture Trustee with respect to such Series or exercising any    
trust or power conferred on Indenture Trustee with respect to such Series;      
PROVIDED, HOWEVER, that subject to SECTION 6.1 Indenture Trustee shall have the 
right to decline any such direction if:                                         

      (a) Indenture Trustee, after being advised by counsel, determines that the
action so directed is in conflict with any rule of law or with this Indenture;  

(b) Indenture Trustee in good faith shall, by a Trustee Officer of  
Indenture Trustee, determine that the Proceedings so directed would be illegal  
or involve Indenture Trustee in personal liability or be unjustly prejudicial to
the Noteholders not parties to such direction; or                               

(c) Indenture Trustee reasonably believes it will not be adequately 
indemnified against the costs, expenses and liabilities which might be incurred 
by it in complying with the action so directed.                                 

 Section 5.13 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Notes of the affected Series as provided in 
SECTION 5.3, Holders of Notes representing more than 50% of the principal       
balance of the Outstanding Notes of such Series (or with respect to any such    
Series with two or more Classes, of each Class), may, on behalf of all such     
Noteholders, waive in writing any past default, with written notice to Indenture
Trustee, with respect to such Notes and its consequences, except a default:     

     (a) in the payment of the principal or interest in respect of any Note of
such Series, or                                                                 

    (b) in respect of a covenant or provision hereof that under SECTION 10.2
cannot be modified or amended without the consent of the Noteholder of each     
Outstanding Note affected.                                                      

    Upon any such written waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or 
other default or impair any right consequent thereon.                           

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    Section 5.14 UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Noteholder by its acceptance thereof shall be deemed to have agreed,   
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against Indenture      
Trustee for any action taken, suffered or omitted by it as Indenture Trustee,   
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant   
(other than Indenture Trustee) in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the       
provisions of this SECTION 5.14 shall not apply to any suit instituted by       
Indenture Trustee, to any suit instituted by any Noteholder, or group of        
Noteholders (in compliance with SECTION 5.8), holding Notes representing more   
than 10% of the principal balance of the Outstanding Notes of the affected      
Series, or to any suit instituted by any Noteholder for the enforcement of the  
payment of the principal or interest in respect of any Note on or after the     
Distribution Date on which any of such amounts was due (or, in the case of      
redemption, on or after the applicable Redemption Date).                        

   Section 5.15 WAIVER OF STAY OR EXTENSION LAWS. Issuer covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or 
plead, or in any manner whatsoever claim or take the benefit or advantage of,   
any stay or extension law wherever enacted, now or at any time hereafter in     
force, which may adversely affect the covenants or the performance of this      
Indenture; and Issuer (to the extent that it may lawfully do so) hereby         
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to   
Indenture Trustee, but will suffer and permit the execution of every such power 
as though no such law had been enacted.                                         

Section 5.16 SALE OF RECEIVABLES.                                   

    (a) The method, manner, time, place and terms of any sale of Receivables
(or interests therein) pursuant to SECTION 5.5(a)(iii) shall be commercially    
reasonable. Indenture Trustee may from time to time postpone any sale by public 
announcement made at the time and place of such sale. Indenture Trustee hereby  
expressly waives its right to any amount fixed by law as compensation for any   
sale.                                                                           

(b) Indenture Trustee is hereby irrevocably appointed the agent and 
attorney-in-fact of Issuer in connection with any sale of Receivables pursuant  
to SECTION 5.5(a)(iii). No purchaser or transferee at any such sale shall be    
bound to ascertain Indenture Trustee's authority, inquire into the satisfaction 
of any conditions precedent or see to the application of any monies.            

(c) In its exercise of the foreclosure remedy pursuant to SECTION   
5.5(a)(iii), Indenture Trustee shall solicit, or cause to be solicited, bids for
the sale of Principal Receivables (or interests therein) in any amount equal to 
the Collateral Amount of the affected Series of Notes at the time of sale and   
the                                                                             

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related Finance Charge Receivables (or interests therein). Indenture Trustee    
shall sell, or cause to be sold, such Receivables (or interests therein) to the 
bidder with the highest cash purchase offer. The proceeds of any such sale shall
be applied as specified in the applicable Indenture Supplement.                 

Section 5.17 ACTION ON NOTES. Indenture Trustee's right to seek and 
recover judgment on the Notes or under this Indenture shall not be affected by  
the seeking or obtaining of or application for any other relief under or with   
respect to this Indenture. Neither the lien of this Indenture nor any rights or 
remedies of Indenture Trustee or the Noteholders shall be impaired by the       
recovery of any judgment by Indenture Trustee against Issuer or by the levy of  
any execution under such judgment upon any portion of the Collateral or upon any
of the assets of Issuer. Any money or property collected by Indenture Trustee   
shall be applied as specified in the applicable Indenture Supplement.           

ARTICLE VI

 INDENTURE TRUSTEE

Section 6.1 DUTIES OF INDENTURE TRUSTEE.                            

   (a) If an Event of Default has occurred and is continuing and a Trustee
Officer shall have actual knowledge or written notice of such Event of Default, 
Indenture Trustee shall exercise the rights and powers vested in it by this     
Indenture and use the same degree of care and skill in their exercise as a      
prudent person would exercise or use under the circumstances in the conduct of  
such person's own affairs.                                                      

(b) Except during the continuance of an Event of Default:           

        (i) Indenture Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no 
      implied covenants or obligations shall be read into this Indenture against
Indenture Trustee; and                                              

   (ii) in the absence of bad faith or negligence on its part,
      Indenture Trustee may conclusively rely, as to the truth of the statements
    and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to Indenture Trustee and conforming to the    
      requirements of this Indenture; PROVIDED, HOWEVER, Indenture Trustee, upon
    receipt of any resolutions, certificates, statements, opinions, reports,
 documents, orders or other instruments furnished to Indenture Trustee
     which are specifically required to be furnished pursuant to any provision
of this Indenture or any Indenture Supplement, shall examine them to
    determine whether they substantially conform to the requirements of this
     Indenture or any Indenture Supplement but need not confirm or investigate
    the accuracy of mathematical calculations or other facts stated therein.

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   (c) If an Early Amortization Event has occurred and is continuing and a
Trustee Officer shall have actual knowledge or written notice of such Early     
Amortization Event, Indenture Trustee shall exercise such of the rights and     
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the          
circumstances in the conduct of such person's own affairs.                      

      (d) No provision of this Indenture shall be construed to relieve Indenture
Trustee from liability for its own negligent action, its own negligent failure  
to act, or its own willful misconduct, except that:                             

          (i) this SECTION 6.1(d) shall not be construed to limit the effect
of SECTION 6.1(a);                                                  

            (ii) Indenture Trustee shall not be liable for any error of judgment
   made in good faith by a Trustee Officer, unless it shall be proved that
    Indenture Trustee was negligent in ascertaining the pertinent facts; and

       (iii) Indenture Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
      accordance with the Indenture and/or the direction of the Holders of Notes
  or for exercising any trust or power conferred upon Indenture Trustee,
      under this Indenture. Indenture Trustee shall not be liable for any action
    taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Servicer, Transferor or the Trust in compliance with
the terms of this Indenture or any Indenture Supplement.            

 (e) No provision of this Indenture shall require Indenture Trustee to
expend or risk its own funds or otherwise incur any liability, financial or     
otherwise, in the performance of any of its duties hereunder or in the exercise 
of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or indemnity satisfactory to it against such risk  
or liability is not reasonably assured to it.                                   

      (f) Every provision of this Indenture that in any way relates to Indenture
Trustee is subject to this SECTION 6.1.                                         

 (g) Except as expressly provided in this Indenture, Indenture Trustee
shall have no power to vary the Collateral, including by (i) accepting any      
substitute payment obligation for a Receivable initially transferred to the     
Trust under the Transfer and Servicing Agreement, (ii) adding any other         
investment, obligation or security to the Trust or (iii) withdrawing from Issuer
any Receivable (except as otherwise provided in the Transfer and Servicing      
Agreement).                                                                     

(h) Indenture Trustee shall have no responsibility or liability for 
investment losses on Eligible Investments (other than Eligible Investments on   
which the institution acting as Indenture Trustee is an obligor). Indenture     
Trustee shall have no obligation to invest and reinvest any cash held in the    
absence of                                                                      

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timely and specific written investment direction from Issuer. In no event shall 
Indenture Trustee be liable for the selection of investments or for investment  
losses incurred thereon. Indenture Trustee shall have no liability in respect of
losses incurred as a result of the liquidation of any investment prior to its   
stated maturity or the failure of Issuer to provide timely written investment   
direction.                                                                      

      (i) Indenture Trustee shall notify each Rating Agency (i) of any change in
any rating of the Notes by any other Rating Agency of which a Trustee Officer of
Indenture Trustee has actual knowledge, and (ii) immediately of the occurrence  
of any Event of Default or Early Amortization Event of which a Trustee Officer  
of Indenture Trustee has actual knowledge of or has actual notice from Servicer 
of potential Early Amortization Events or Events of Default.                    

     (j) For all purposes under this Indenture, Indenture Trustee shall not be
deemed to have notice or knowledge of any Event of Default, Early Amortization  
Event or Servicer Default unless a Trustee Officer assigned to and working in   
the Corporate Trust Office of Indenture Trustee has actual knowledge thereof or 
has received written notice thereof. For purposes of determining Indenture      
Trustee's responsibility and liability hereunder, any reference to an Event of  
Default, Early Amortization Event or Servicer Default shall be construed to     
refer only to such event of which Indenture Trustee is deemed to have notice as 
described in this SECTION 6.1(J).                                               

    Section 6.2 NOTICE OF EARLY AMORTIZATION EVENT OR EVENT OF DEFAULT. Upon
the occurrence of any Early Amortization Event or Event of Default of which a   
Trustee Officer has actual knowledge or has received written notice thereof,    
Indenture Trustee shall transmit by mail to all Noteholders as their names and  
addresses appear on the Note Register and the Rating Agencies, notice of such   
Early Amortization Event or Event of Default hereunder known to Indenture       
Trustee within thirty (30) days after it occurs or within ten (10) Business Days
after it receives such notice or obtains actual notice, if later.               

    Section 6.3 RIGHTS OF INDENTURE TRUSTEE. EXCEPT AS OTHERWISE PROVIDED IN
SECTION 6.1:                                                                    

    (a) Indenture Trustee may conclusively rely and shall fully be protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,  
note or other paper or document (whether in its original or facsimile form)     
reasonably believed by it to be genuine and to have been signed or presented by 
the proper party or parties;                                                    

  (b) whenever in the administration of this Indenture Indenture Trustee
shall deem it desirable that a matter be proved or established prior to taking, 
suffering or omitting any action hereunder, Indenture Trustee (unless other     
evidence be herein specifically prescribed) may, in the absence of bad faith on 
its part, conclusively rely upon an Officer's Certificate of Issuer. Issuer     
shall provide a copy of such Officer's Certificate to the Noteholders at or     
prior to the time Indenture Trustee receives such Officer's Certificate;        

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    (c) as a condition to the taking, suffering or omitting of any action by
it hereunder, Indenture Trustee may consult with counsel of its own selection   
and the advice of such counsel or any Opinion of Counsel shall be full and      
complete authorization and protection in respect of any action taken, suffered  
or omitted by it hereunder in-good faith and in reliance thereon;               

     (d) Indenture Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture or to honor the request or      
direction of any of the Noteholders pursuant to this Indenture, unless such     
Noteholders shall have offered to Indenture Trustee security or indemnity       
satisfactory to it against the costs, expenses and liabilities which might be   
incurred by it in compliance with such request or direction;                    

   (e) Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,          
instrument, opinion, report, notice, request, direction, consent, order, bond,  
note or other paper or document, but Indenture Trustee at the written direction 
of one or more of the Noteholders and at the expense of the Noteholders, in its 
discretion, may make such further inquiry or investigation into such facts or   
matters as it may see fit, and, if Indenture Trustee shall determine to make    
such further inquiry or investigation, it shall be entitled to examine the      
books, records and premises of Issuer and Servicer, personally or by agent or   
attorney and shall at the expense of the Servicer incur no liability of any kind
by reason of such inquiry or investigation;                                     

      (f) Indenture Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees and Indenture Trustee shall not be responsible for any   
(i) misconduct or negligence on the part of any agent, attorney, custodians or  
nominees appointed with due care by it hereunder or (ii) the supervision of such
agents, attorneys, custodians or nominees after such appointment with due care; 

     (g) Indenture Trustee shall not be liable for any actions taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights conferred upon Indenture Trustee by this Indenture; and    

      (h) in the event that Indenture Trustee is also acting as Paying Agent and
Transfer Agent and Registrar and Successor Servicer, if it becomes Successor    
Servicer pursuant to Section 7.2 of the Transfer and Servicing Agreement, the   
rights and protections afforded to Indenture Trustee pursuant to this ARTICLE VI
shall also be afforded to such Paying Agent and Transfer Agent and Registrar and
Successor Servicer, if it becomes Successor Servicer pursuant to Section 7.2 of 
the Transfer and Servicing Agreement.                                           

Section 6.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES. The  
recitals contained herein and in the Notes, except the certificate of           
authentication of Indenture Trustee, shall be taken as the statements of Issuer,
and Indenture Trustee assumes no responsibility for their correctness. Neither  
Indenture Trustee                                                               

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nor any of its agents makes any representation as to the validity or sufficiency
of the Agreement, the Notes, or any related document. Indenture Trustee shall   
not be accountable for the use or application by Issuer of the proceeds from the
Notes.                                                                          

     Section 6.5 RESTRICTIONS ON HOLDING NOTES. Indenture Trustee shall not in
its individual capacity, but may in a fiduciary capacity, become the owner or   
pledgee of Notes and may otherwise deal with Issuer with the same rights it     
would have if it were not Indenture Trustee, Paying Agent, Transfer Agent and   
Registrar or such other agent. Any Paying Agent, Transfer Agent and Registrar   
that is not also Indenture Trustee or any other agent of Issuer, in its         
individual or any other capacity, may become the owner or pledgee of Notes and  
may otherwise deal with Issuer with the same rights it would have if it were not
Paying Agent, Transfer Agent and Registrar or such other agent.                 

     Section 6.6 MONEY HELD IN TRUST. Money held by Indenture Trustee in trust
hereunder need not be segregated from other funds held by Indenture Trustee in  
trust hereunder except to the extent required herein or required by law.        
Indenture Trustee shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed upon in writing by Indenture Trustee 
and Issuer.                                                                     

 Section 6.7 COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION. Servicer
shall pay to Indenture Trustee from time to time reasonable compensation for all
services rendered by Indenture Trustee and the Authenticating Agent under this  
Agreement (which compensation shall not be limited by any law on compensation of
a trustee of an express trust). Servicer shall reimburse Indenture Trustee for  
all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses     
shall include the reasonable compensation and expenses, disbursements and       
advances of Indenture Trustee's agents, counsel, accountants and experts. Issuer
shall direct Servicer to indemnify, defend and hold harmless, and Servicer shall
indemnify Indenture Trustee and its officers, directors, employees and agents   
against any and all loss, liability, expense, damage or claim (including the    
fees of either in-house counsel or outside counsel) incurred by it in connection
with the administration of this trust and the performance of its duties         
hereunder and under any other Transaction Document, including any claim arising 
from any failure by Issuer or Transferor to pay when due any sales, excise,     
transfer or personal taxes relating to the Receivables. Indenture Trustee shall 
notify Issuer and Servicer promptly of any claim for which it may seek          
indemnity. Failure by Indenture Trustee to so notify Issuer and Servicer of a   
claim of which a Responsible Officer has received written notice shall not      
relieve Issuer or Servicer of its obligations hereunder unless such loss,       
liability or expense could have been avoided with such prompt notification and  
then only to the extent of such loss, expense or liability which could have been
so avoided. Servicer shall defend any claim against Indenture Trustee, Indenture
Trustee may have separate counsel and, if it does, Servicer shall pay the fees  
and expenses of such counsel. Neither Issuer nor Servicer need reimburse any    
expense or indemnify against any loss, liability or expense determined by a     

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court of competent jurisdiction to have been caused by Indenture Trustee through
Indenture Trustee's own willful misconduct or negligence.                       

Servicer's payment obligations to Indenture Trustee pursuant to this
SECTION 6.7 shall survive the discharge of this Indenture or earlier resignation
or removal of Indenture Trustee. When Indenture Trustee incurs expenses after   
the occurrence of an Event of Default specified in SECTION 5.2(c) or 5.2(d) with
respect to Issuer, the expenses are intended to constitute expenses of          
administration under Title 11 of the United States Code or any other applicable 
federal or state bankruptcy, insolvency or similar law.                         

      To secure Servicer's and Issuer's payment obligations in this SECTION 6.7,
Indenture Trustee shall have a lien prior to the Notes on all money or property 
held or collected by Indenture Trustee, in its capacity as Indenture Trustee,   
except money or property held in trust to pay principal of, or interest on, the 
Notes.                                                                          

      Section 6.8 REPLACEMENT OF INDENTURE TRUSTEE. No resignation or removal of
Indenture Trustee and no appointment of a successor Indenture Trustee shall     
become effective until the acceptance of appointment by the successor Indenture 
Trustee pursuant to this SECTION 6.8. Indenture Trustee may resign at any time  
by giving thirty (30) days written notice to Issuer and the Rating Agencies. The
Holders of Notes representing more than 66 2/3% of the Outstanding Amount may   
remove Indenture Trustee by so notifying Indenture Trustee in writing and may   
appoint a successor Indenture Trustee. Administrator shall remove Indenture     
Trustee upon written notice if:                                                 

(i) Indenture Trustee fails to comply with SECTION 6.11;

   (ii) Indenture Trustee is adjudged a bankrupt or insolvent;

         (iii) a receiver of Indenture Trustee or of its property shall be
     appointed, or any public officer takes charge of Indenture Trustee or its
      property or its affairs for the purpose of rehabilitation, conservation or
liquidation; or                                                     

       (iv) Indenture Trustee otherwise becomes legally unable to act.

If Indenture Trustee resigns or is removed or if a vacancy exists in the office 
of Indenture Trustee for any reason (Indenture Trustee in such event being      
referred to herein as the retiring Indenture Trustee), Administrator shall      
promptly appoint a successor Indenture Trustee.                                 

   A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, Servicer and to Issuer. Thereupon
the resignation or removal of the retiring Indenture Trustee shall become       
effective, and the successor Indenture Trustee shall have all the rights, powers
and duties of Indenture Trustee under this Indenture. The successor Indenture   
Trustee shall mail a notice of its succession to Noteholders. The retiring      
Indenture Trustee shall promptly transfer all property held by it as Indenture  
Trustee to the                                                                  

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successor Indenture Trustee, subject to the payment of any and all amounts then 
due and owing to Indenture Trustee.                                             

   If a successor Indenture Trustee does not take office within sixty (60)
days after the retiring Indenture Trustee resigns or is removed, the retiring   
Indenture Trustee, Issuer or the Holders of Notes representing more than 50% of 
the Outstanding Amount may petition any court of competent jurisdiction for the 
appointment of a successor Indenture Trustee.                                   

      If Indenture Trustee fails to comply with SECTION 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of Indenture       
Trustee and the appointment of a successor Indenture Trustee.                   

 Notwithstanding the replacement of Indenture Trustee pursuant to this
SECTION 6.8, Issuer's obligations under SECTION 6.7 shall continue for the      
benefit of the retiring Indenture Trustee.                                      

Administrator shall notify the Rating Agencies of any replacement of
Indenture Trustee pursuant to this SECTION 6.8.                                 

   Section 6.9 SUCCESSOR INDENTURE TRUSTEE BY MERGER. If Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially   
all its corporate trust business or assets to, another corporation or banking   
association, the resulting, surviving or transferee corporation without any     
further act shall be the successor Indenture Trustee; provided that such        
corporation or banking association shall be otherwise qualified and eligible    
under SECTION 6.11. Indenture Trustee shall provide the Rating Agencies prior   
written notice of any such transaction.                                         

   In case at the time such successor or successors by merger, conversion,
consolidation or transfer to Indenture Trustee shall succeed to the trusts      
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to Indenture Trustee may adopt the certificate of 
authentication of any predecessor Indenture Trustee and deliver such Notes so   
authenticated; and in case at that time any of the Notes shall not have been    
authenticated, any successor to Indenture Trustee may authenticate such Notes in
the name of the successor to Indenture Trustee; and in all such cases such      
certificates shall have the full force which it is anywhere in the Notes or in  
this Indenture provided that the certificate of Indenture Trustee shall have.   

  Section 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE.                                                                        

    (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which   
any part of the Collateral may at the time be located, Indenture Trustee shall  
have the power and may execute and deliver all instruments to appoint one or    
more Persons to act as a co-trustee or co-trustees, or separate trustee or      
separate trustees, of all or any part of the Collateral, and to vest in such    
Person or Persons,                                                              

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in such capacity and for the benefit of the Noteholders, such title to the      
Collateral, or any part hereof, and, subject to the other provisions of this    
SECTION 6.10, such powers, duties, obligations, rights and trusts as Indenture  
Trustee may consider necessary or desirable. No co-trustee or separate trustee  
hereunder shall be required to meet the terms of eligibility as a successor     
trustee under SECTION 6.11 and no notice to Noteholders of the appointment of   
any co-trustee or separate trustee shall be required under SECTION 6.8.         

    (b) Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

           (i) all rights, powers, duties and obligations conferred or imposed
      upon Indenture Trustee shall be conferred or imposed upon and exercised or
  performed by Indenture Trustee and such separate trustee or co-trustee
    jointly (it being understood that such separate trustee or co-trustee is
      not authorized to act separately without Indenture Trustee joining in such
      act), except to the extent that under any law of any jurisdiction in which
     any particular act or acts are to be performed Indenture Trustee shall be
  incompetent or unqualified to perform such act or acts, in which event
 such rights, powers, duties and obligations (including the holding of
    title to the Collateral or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or 
co-trustee, but solely at the direction of Indenture Trustee;       

         (ii) no trustee hereunder shall be personally liable by reason of
any act or omission of any other trustee hereunder;                 

            (iii) Indenture Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee; and                      

            (iv) Indenture Trustee shall not be liable for any act or failure to
act on the part of any separate trustee or co-trustee.              

     (c) Any notice, request or other writing given to Indenture Trustee shall
be deemed to have been given to each of the then separate trustees and          
co-trustees, as effectively as if given to each of them. Every instrument       
appointing any separate trustee or co-trustee shall refer to this Indenture and 
the conditions of this ARTICLE VI. Each separate trustee and co-trustee, upon   
its acceptance of the trusts conferred, shall be vested with the estates or     
property specified in its instrument of appointment, either jointly with        
Indenture Trustee or separately, as may be provided therein, subject to all the 
provisions of this Indenture, specifically including every provision of this    
Indenture relating to the conduct of, affecting the liability of, or affording  
protection to, Indenture Trustee. Every such instrument shall be filed with     
Indenture Trustee.                                                              

(d) Any separate trustee or co-trustee may at any time constitute   
Indenture Trustee, its agent or attorney-in-fact with full power and authority, 
to the extent not prohibited by law, to do any lawful act under or in respect of
this                                                                            

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Indenture on its behalf and in its name. If any separate trustee or co-trustee  
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by       
Indenture Trustee, to the extent permitted by law, without the appointment of a 
new or successor trustee.                                                       

      Section 6.11 ELIGIBILITY; DISQUALIFICATION. Indenture Trustee shall at all
times satisfy the requirements of TIA ss.310(a). Indenture Trustee shall have a 
combined capital and surplus of at least $50,000,000 as set forth in its most   
recent published annual report of condition and either its long-term unsecured  
debt shall be rated at least Baa3 by Moody's and BBB- by Standard & Poor's or   
its short-term debt shall be rated at least P-2 by Moody's and A-2 by Standard &
Poor's. Indenture Trustee shall comply with TIA ss.310(b), including the        
optional provision permitted by the second sentence of TIA ss.310(b)(9);        
provided, however, that there shall be excluded from the operation of TIA       
ss.310(b)(1) any indenture or indentures under which other securities of Issuer 
are outstanding if the requirements for such exclusion set forth in TIA         
ss.310(b)(1) are met.                                                           

     Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST. Indenture Trustee
shall comply with TIA ss.311(a), excluding any creditor relationship listed in  
TIA ss.311(b). An Indenture Trustee who has resigned or been removed shall be   
subject to TIA ss.311(a) to the extent indicated.                               

      Section 6.13 REPRESENTATIONS AND COVENANTS OF INDENTURE TRUSTEE. Indenture
Trustee represents, warrants and covenants that:                                

           (i) Indenture Trustee is a trust company duly organized and validly
existing under the laws of the State of Illinois;                   

          (ii) Indenture Trustee has full power and authority to deliver and
      perform this Indenture and has taken all necessary action to authorize the
 execution, delivery and performance by it of this Indenture and other
Transaction Documents to which it is a party; and                   

           (iii) Each of this Indenture and the other Transaction Documents to
 which it is a party has been duly executed and delivered by Indenture
Trustee and constitutes its legal, valid and binding obligation in  
accordance with its terms.                                          

     Section 6.14 CUSTODY OF THE COLLATERAL. Indenture Trustee shall hold such
of the Collateral as consists of instruments, deposit accounts, negotiable      
documents, money, goods, letters of credit, and advices of credit in the State  
of New York. Indenture Trustee shall hold such of the Collateral as constitutes 
investment property through a securities intermediary, which securities         
intermediary shall agree with Indenture Trustee that (a) such investment        
property shall at all times be credited to a securities account of Indenture    
Trustee, (b) such securities intermediary shall treat Indenture Trustee as      
entitled to exercise the rights that comprise each financial asset credited to  
such securities account, (c) all property credited to such securities account   
shall be treated as a financial asset,                                          

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(d) such securities intermediary shall comply with entitlement orders originated
by Indenture Trustee without the further consent of any other person or entity, 
(e) such securities intermediary will not agree with any person or entity other 
than Indenture Trustee to comply with entitlement orders originated by such     
other person or entity, (f) such securities accounts and the property credited  
thereto shall not be subject to any lien, security interest, or right of set-off
in favor of such securities intermediary or anyone claiming through it (other   
than Indenture Trustee), and (g) such agreement shall be governed by the laws of
the State of New York. Terms used in the preceding sentence that are defined in 
the New York UCC and not otherwise defined herein shall have the meaning set    
forth in the New York UCC. Except as permitted by this SECTION 6.14, Indenture  
Trustee shall not hold any part of the Trust Estate through an agent or a       
nominee.                                                                        

ARTICLE VII 

NOTEHOLDERS' LIST AND REPORTS BY
INDENTURE TRUSTEE AND ISSUER

  Section 7.1 ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. Issuer will furnish or cause to be furnished to Indenture Trustee  
(a) upon each transfer of a Note, a list, in such form as Indenture Trustee may 
reasonably require, of the names, addresses and taxpayer identification numbers 
of the Noteholders as they appear on the Note Register as of such Record Date,  
and (b) at such other times, as Indenture Trustee may request in writing, within
ten (10) days after receipt by Issuer of any such request, a list of similar    
form and content as of a date not more than ten (10) days prior to the time such
list is furnished; PROVIDED, HOWEVER, that for so long as Indenture Trustee is  
Transfer Agent and Registrar, Indenture Trustee shall furnish to Issuer such    
list in the same manner prescribed in clause (b) above.                         

   Section 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS.

(a) Indenture Trustee shall preserve, in as current a form as is    
reasonably practicable, the names and addresses of the Noteholders contained in 
the most recent list furnished to Indenture Trustee as provided in SECTION 7.1  
and the names, addresses and taxpayer identification numbers of the Noteholders 
received by Indenture Trustee in its capacity as Transfer Agent and Registrar.  
Indenture Trustee may destroy any list furnished to it as provided in SECTION   
7.1 upon receipt of a new list so furnished.                                    

  (b) Noteholders may communicate, pursuant to TIA ss.312(b), with other
Noteholders with respect to their rights under this Indenture or under the      
Notes.                                                                          

     (c) Issuer, Indenture Trustee and Transfer Agent and Registrar shall have
the protection of TIA ss.312(c).                                                

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Section 7.3 REPORTS BY ISSUER.                                      

(a) Issuer shall:                                                   

       (i) file with Indenture Trustee, within fifteen (15) days after
  Issuer is required to file the same with the Commission, copies of the
  annual reports and of the information, documents and other reports (or
      copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which Issuer may be
   required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act;                                                   

         (ii) file with Indenture Trustee and the Commission in accordance
     with rules and regulations prescribed from time to time by the Commission
such additional information, documents and reports with respect to  
    compliance by Issuer with the conditions and covenants of this Indenture
   as may be required from time to time by such rules and regulations; and

      (iii) supply to Indenture Trustee (and Indenture Trustee shall
transmit by mail to all Noteholders described in TIA ss.313(c)) such
    summaries of any information, documents and reports required to be filed
    by Issuer pursuant to clauses (i) and (ii) of this SECTION 7.3(a) as may
    be required by rules and regulations prescribed from time to time by the
Commission.                                                         

   (b) Unless Issuer otherwise determines, the fiscal year of Issuer shall
end on December 31 of each year.                                                

(c) Delivery of such reports, information and documents to Indenture
Trustee is for informational purposes only and Indenture Trustee's receipt of   
such shall not constitute constructive notice of any information contained      
therein or determinable from information contained therein, including Issuer's  
compliance with any of the covenants hereunder.                                 

   Section 7.4 REPORTS BY INDENTURE TRUSTEE. If required by TIA ss.313(a),
within sixty (60) days after each March 31 beginning with March 31, 2002,       
Indenture Trustee shall mail to each Noteholder as required by TIA ss.313(c) a  
brief report dated as of such date that complies with TIA ss.313(a). Indenture  
Trustee also shall comply with TIA ss.313(b).                                   

    A copy of each report at the time of its mailing to Noteholders shall be
filed by Indenture Trustee with the Commission and each stock exchange, if any, 
on which the Notes are listed. Issuer shall notify Indenture Trustee if and when
the Notes are listed on any stock exchange or delisted therefrom.               

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ARTICLE VIII

 ALLOCATION AND APPLICATION OF COLLECTIONS

   Section 8.1 COLLECTION OF MONEY. Except as otherwise expressly provided
herein and in the related Indenture Supplement, Indenture Trustee may demand    
payment or delivery of, and shall receive and collect, directly and without     
intervention or assistance of any fiscal agent or other intermediary, all money 
and other property payable to or receivable by Indenture Trustee pursuant to    
this Indenture. Indenture Trustee shall hold all such money and property        
received by it in trust for the Noteholders and shall apply it as provided in   
this Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under the Transfer   
and Servicing Agreement or any other Transaction Document, Indenture Trustee    
may, and upon the written request of the Holders of Notes representing more than
50% of the principal balance of the Outstanding Notes of the affected Series    
shall, subject to SECTIONS 6.1(e) and 6.3(d), take such action as may be        
appropriate to enforce such payment or performance, including the institution   
and prosecution of appropriate Proceedings. Any such action shall be without    
prejudice to any right to claim an Early Amortization Event or a Default or     
Event of Default under this Indenture and to proceed thereafter as provided in  
ARTICLE V.                                                                      

   Section 8.2 RIGHTS OF NOTEHOLDERS. The Collateral shall secure Issuer's
obligations to pay to the Holders of the Notes of each Series a portion of      
Collections allocable to the Noteholders of such Series pursuant to this        
Indenture and the related Indenture Supplement, funds and other property        
credited to the Collection Account and the Excess Funding Account (or any       
subaccount thereof) allocable to the Noteholders of such Series pursuant to this
Indenture and such Indenture Supplement, funds and other property credited to   
any related Series Account and funds available pursuant to any related          
Enhancement, it being understood that, except as specifically set forth in the  
Indenture Supplement with respect thereto, the Notes of any Series or Class     
shall not be secured by any interest in any Series Account or Enhancement       
pledged for the benefit of any other Series or Class.                           

Section 8.3 ESTABLISHMENT OF COLLECTION ACCOUNT AND EXCESS FUNDING  
ACCOUNT.                                                                        

     Servicer, for the benefit of the Holders, shall establish and maintain in
the name of Indenture Trustee two Eligible Deposit Accounts (the "COLLECTION    
ACCOUNT" and the "EXCESS FUNDING ACCOUNT"), each bearing a designation clearly  
indicating that the funds deposited therein are held for the benefit of the     
Holders. The Collection Account and the Excess Funding Account shall initially  
be established with Indenture Trustee. Indenture Trustee shall possess all      
right, title and interest in all funds on deposit from time to time in the      
Collection Account and the Excess Funding Account and in all proceeds thereof   
for the benefit of the Holders. The Collection Account and the Excess Funding   
Account shall be under the sole dominion and control of Indenture Trustee for   
the benefit of the Holders. Except as expressly provided in this Indenture,     
Indenture Trustee agrees that it                                                

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shall have no right of set-off or banker's lien against, and no right to        
otherwise deduct from, any funds held in the Collection Account or the Excess   
Funding Account for any amount owed to it by Issuer, any Holder or any          
Enhancement Provider. If at any time the Collection Account or the Excess       
Funding Account ceases to be an Eligible Deposit Account, Indenture Trustee (or 
Servicer on its behalf) shall within 10 Business Days (or such longer period,   
not to exceed 30 calendar days, as to which the Rating Agency Condition is      
satisfied) establish a new Eligible Deposit Account meeting the conditions      
specified above and transfer any cash or any investments from the affected      
account to such new account, and from the date such new account is established, 
it shall be the "Collection Account" or the "Excess Funding Account," as the    
case may be.                                                                    

     Funds on deposit in the Collection Account and the Excess Funding Account
shall, at the direction of Servicer, be invested by Indenture Trustee in        
Eligible Investments selected by Servicer, except that funds on deposit in      
either such account on any Transfer Date need not be invested through the       
immediately following Distribution Date. All such Eligible Investments shall be 
held by Indenture Trustee for the benefit of the Holders. Indenture Trustee     
shall maintain for the benefit of the Holders possession of the negotiable      
instruments or securities, if any, evidencing such Eligible Investments.        
Investments of funds representing Collections collected during any Monthly      
Period shall be invested in Eligible Investments that will mature so that all   
funds will be available at the close of business on the Transfer Date following 
such Monthly Period. No Eligible Investment shall be disposed of prior to its   
maturity unless Servicer so directs and either (i) such disposal will not result
in a loss of all or part of the principal portion of such Eligible Investment or
(ii) prior to the maturity of such Eligible Investment, a default occurs in the 
payment of principal, interest or any other amount with respect to such Eligible
Investment. On each Distribution Date, all interest and other investment        
earnings (net of losses and investment expenses) on funds on deposit in the     
Collection Account and the Excess Funding Account shall be treated as           
Collections of Finance Charge Receivables with respect to the last day of the   
related Monthly Period, except as otherwise specified in any Indenture          
Supplement. For purposes of determining the availability of funds or the        
balances in the Collection Account or the Excess Funding Account for any reason 
under this Agreement, all investment earnings net of investment expenses and    
losses on such funds shall be deemed not to be available or on deposit. In no   
event shall Indenture Trustee be liable for the selection of investments or for 
investment losses incurred thereon. Indenture Trustee shall have no liability in
respect of losses incurred as a result of the liquidation of any such investment
prior to its stated maturity or the failure of the party directing such         
investment to provide timely written investment direction. Indenture Trustee    
shall have no obligation to invest or reinvest any amounts held hereunder in the
absence of such written investment direction.                                   

 Unless otherwise directed by Servicer, funds on deposit in the Excess
Funding Account will be withdrawn and paid to Transferor on any day to the      
extent that the Transferor Amount exceeds the Specified Transferor Amount on    
such day. On any Transfer Date on which one or more Series is in an             

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Amortization Period, Servicer shall determine the aggregate amounts of Principal
Shortfalls, if any, with respect to each such Series that is a Principal Sharing
Series (after giving effect to the allocation and payment provisions in the     
Indenture Supplement with respect to each such Series), and Servicer shall      
instruct Indenture Trustee to withdraw such amount from the Excess Funding      
Account (up to an amount equal to the lesser of (x) the amount on deposit in the
Excess Funding Account after application of the preceding sentence on that day  
and (y) the amount, if any, by which the Transferor Amount would be less than   
zero if there were no funds on deposit in the Excess Funding Account on that    
day) on such Transfer Date and allocate such amount among each such Series as   
specified in each related Indenture Supplement.                                 

     Section 8.4 COLLECTIONS AND ALLOCATIONS. From and after Certificate Trust
Termination Date:                                                               

 (a) Servicer shall apply, or instruct Indenture Trustee to apply, all
funds on deposit in the Collection Account as described in this ARTICLE VIII and
in each Indenture Supplement. Except as otherwise provided below and in each    
Indenture Supplement, Servicer shall deposit Collections into the Collection    
Account no later than the second Business Day following the Date of Processing  
of such Collections. Except as otherwise required by any Indenture Supplement, a
Credit Card Originator may permit or require payments owed by any Merchant with 
respect to In-Store Payments to be netted against amounts owed by that Credit   
Card Originator to that Merchant, and the Credit Card Originator or Servicer    
shall deposit into the Collection Account on each Business Day an amount equal  
to the aggregate amount of In-Store Payments netted against amounts owed by that
Credit Card Originator to the various Merchants on that Business Day.           

Subject to the express terms of any Indenture Supplement, but       
notwithstanding anything else in this Indenture to the contrary, if WFN remains 
Servicer and (x) for so long as WFN maintains a short term debt rating of A-1 or
better by S&P, P-1 or better by Moody's, if rated by Fitch, F1 or better by     
Fitch, and, if rated by any other Rating Agency, the equivalent rating by that  
Rating Agency (or such other rating below A-1, P-1 or such equivalent rating, as
the case may be, which is satisfactory to each Rating Agency, if any), (y) with 
respect to Collections allocable to any Series, any other conditions specified  
in the related Indenture Supplement are satisfied or (z) WFN has provided to    
Indenture Trustee a letter of credit, surety bond or other similar arrangement  
covering collection risk of Servicer and in each case acceptable to each Rating 
Agency (as evidenced by a letter from each Rating Agency to the effect that the 
Rating Agency Condition has been satisfied), if any, Servicer need not make the 
daily deposits of Collections into the Collection Account as provided in the    
preceding paragraph, but may make a single deposit in the Collection Account in 
immediately available funds not later than 12:00 noon, New York City time, on   
the related Transfer Date.                                                      

     (b) On each Date of Processing, Collections of Finance Charge Receivables
and of Principal Receivables shall be allocated to each Series of Notes in      
accordance with the related Indenture Supplement. On each                       

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Determination Date, Defaulted Receivables will be allocated to each Series of   
Notes in accordance with the related Indenture Supplement.                      

  (c) Throughout the existence of Issuer, unless otherwise stated in any
Indenture Supplement, on each Date of Processing Servicer shall allocate to     
Transferor an amount equal to the product of (A) the Transferor Percentage and  
(B) the aggregate amount of Collections allocated to Principal Receivables and  
Finance Charge Receivables, respectively, on that Date of Processing; PROVIDED  
that, if the Transferor Amount (determined after giving effect to any transfer  
of Principal Receivables to the Trust on such date), is less than or equal to   
the Specified Transferor Amount, Servicer shall not allocate to Transferor any  
such amounts that otherwise would be allocated to Transferor, but shall instead 
deposit such funds in the Excess Funding Account. Unless otherwise stated in any
Indenture Supplement, neither Servicer nor Transferor need deposit any amounts  
allocated to Transferor pursuant to the foregoing into the Collection Account   
and shall pay, or be deemed to pay, such amounts as collected to Transferor.    

     The payments to be made to Transferor, pursuant to this SECTION 8.4(c) do
not apply to deposits to the Collection Account or other amounts that do not    
represent Collections, including payment of the purchase price for Receivables  
pursuant to SECTION 2.4(f) or 7.1 of the Transfer and Servicing Agreement,      
proceeds from the sale, disposition or liquidation of Receivables pursuant to   
SECTION 5.5 or payment of the purchase price for the Notes of a specific Series 
pursuant to the related Indenture Supplement.                                   

      Section 8.5 SHARED PRINCIPAL COLLECTIONS. From and after Certificate Trust
Termination Date, on each Business Day, Shared Principal Collections may, at the
option of Transferor, be applied (or held in the Collection Account for later   
application) as principal with respect to any Variable Interest or, so long as  
either no Series is in an Amortization Period or no Series that is in an        
Amortization Period will have a Principal Shortfall on the related Transfer Date
(assuming no Early Amortization Event occurs), withdrawn from the Collection    
Account and paid to Transferor; and on each Transfer Date, (a) Servicer shall   
allocate Shared Principal Collections not previously so applied or paid to each 
applicable Principal Sharing Series, pro rata, in proportion to the Principal   
Shortfalls, if any, with respect to each such Series, and any remainder may, at 
the option of Transferor, be applied as principal with respect to any Variable  
Interest and (b) Servicer shall withdraw from the Collection Account and pay to 
Transferor any amounts representing Shared Principal Collections remaining after
the allocations and applications referred to in CLAUSE (a); PROVIDED that, if,  
on any day the Transferor Amount (determined after giving effect to any transfer
of Principal Receivables to the Trust on such day), is less than or equal to the
Specified Transferor Amount, Servicer shall not distribute to Transferor any    
Shared Principal Collections that otherwise would be distributed to Transferor, 
but shall deposit such funds in the Excess Funding Account to the extent        
required so that the Transferor Amount equals the Specified Transferor Amount.  
Notwithstanding the foregoing, during any Amortization Period for any Series    
(other than a Variable Interest), Transferor may not apply Shared Principal     
Collections as                                                                  

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principal with respect to any Variable Interest, unless such application of     
principal is made on any Transfer Date or related Distribution Date after the   
application of Shared Principal Collections pursuant to the various Indenture   
Supplements.                                                                    

     Section 8.6 EXCESS FINANCE CHARGE COLLECTIONS. From and after Certificate
Trust Termination Date, on each Transfer Date, (a) for each Group, Servicer     
shall allocate the aggregate amount for all outstanding Series in such Group of 
the amounts which the related Indenture Supplements specify are to be treated as
"Excess Finance Charge Collections" for such Transfer Date to each Series in    
such Group, pro rata, in proportion to the Finance Charge Shortfalls, if any,   
with respect to each such Series, and (b) Servicer shall on the related         
Distribution Date withdraw (or shall instruct Indenture Trustee in writing to   
withdraw) from the Collection Account and pay to Transferor an amount equal to  
the excess, if any, of (x) the aggregate amount for all outstanding Series in a 
Group of the amounts which the related Indenture Supplements specify are to be  
treated as "Excess Finance Charge Collections" for such Distribution Date over  
(y) the aggregate amount for all outstanding Series in such Group which the     
related Indenture Supplements specify are "Finance Charge Shortfalls", for such 
Distribution Date.                                                              

Section 8.7 RELEASE OF COLLATERAL; ELIGIBLE LOAN DOCUMENTS.         

     (a) Upon the written direction of Issuer, Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to      
release property from the lien of this Indenture, or convey Indenture Trustee's 
interest in the same, in a manner and under circumstances which are not         
inconsistent with the provisions of this Indenture. No party relying upon an    
instrument executed by Indenture Trustee as provided in this ARTICLE VIII shall 
be bound to ascertain Indenture Trustee's authority, inquire into the           
satisfaction of any conditions precedent or see to the application of any       
monies.                                                                         

    (b) In order to facilitate the servicing of the Receivables by Servicer,
Indenture Trustee upon Issuer Order shall authorize Servicer to execute in the  
name and on behalf of Indenture Trustee instruments of satisfaction or          
cancellation, or of partial or full release or discharge, and other comparable  
instruments with respect to the Receivables (and Indenture Trustee shall execute
any such documents on written request of Servicer), subject to the obligations  
of Servicer under the Transfer and Servicing Agreement.                         

(c) Indenture Trustee shall, at such time as there are no Notes     
outstanding, release and transfer, without recourse, all of the Collateral that 
secured the Notes (other than any cash held for the payment of the Notes        
pursuant to SECTION 4.2). Indenture Trustee shall release property from the lien
of this Indenture pursuant to this SECTION 8.9(c) only upon receipt of an Issuer
Order accompanied by an Officer's Certificate, an Opinion of Counsel and (if    
required by the TIA) Independent Certificates in accordance with TIA ss.314(c)  
and 314(d)(1) meeting the applicable requirements of SECTION 12.1.              

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(d) Notwithstanding anything to the contrary in this Indenture, the 
Transfer and Servicing Agreement and the Trust Agreement, immediately prior to  
the release of any portion of the Collateral or any funds on deposit in the     
Series Accounts pursuant to this Indenture, Indenture Trustee shall at the      
written request of Issuer remit to Transferor for its own account any funds     
that, upon such release, would otherwise be remitted to Issuer.                 

    Section 8.8 OPINION OF COUNSEL. Indenture Trustee shall receive at least
seven (7) days notice when requested by Issuer to take any action pursuant to   
SECTION 8.7(a), accompanied by copies of any instruments involved, and Indenture
Trustee shall also be provided with, as a condition to such action, an Opinion  
of Counsel stating the legal effect of any such action, outlining the steps     
required to complete the same, and concluding that all conditions precedent to  
the taking of such action have been complied with and such action will not      
materially and adversely impair the security for the Notes or the rights of the 
Noteholders in contravention of the provisions of this Indenture; PROVIDED,     
HOWEVER, that such Opinion of Counsel shall not be required to express an       
opinion as to the fair value of the Collateral. Indenture Trustee and counsel   
rendering any such opinion may conclusively rely, without independent           
investigation, on the accuracy and validity of any certificate or other         
instrument delivered to Indenture Trustee in connection with any such action.   

ARTICLE IX

DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

Distributions shall be made to, and reports shall be provided to,   
Noteholders as set forth in the applicable Indenture Supplement. The identity of
the Noteholders with respect to distributions and reports shall be determined   
according to the immediately preceding Record Date.                             

ARTICLE X 

 SUPPLEMENTAL INDENTURES

Section 10.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

     (a) Without the consent of the Holders of any Notes but with prior notice
to each Rating Agency with respect to the Notes of all Series rated by such     
Rating Agency, Issuer and Indenture Trustee, when authorized by an Issuer Order,
at any time and from time to time, may enter into one or more indentures        
supplemental hereto (which shall conform to the provisions of the TIA as in     
force at the date of the execution thereof), in form satisfactory to Indenture  
Trustee, for any of the following purposes:                                     

        (i) to correct or amplify the description of any property at any
   time subject to the lien of this Indenture, or better to assure, convey
     and confirm unto Indenture Trustee any property subject or required to be

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      subjected to the lien of this Indenture, or to subject to the lien of this
Indenture additional property;                                      

            (ii) to evidence the succession, in compliance with SECTION 3.11, of
     another person to Issuer, and the assumption by any such successor of the
covenants of Issuer contained herein and in the Notes;              

       (iii) to add to the covenants of Issuer, for the benefit of the
     Holders of the Notes, or to surrender any right or power herein conferred
upon Issuer;                                                        

            (iv) to convey, transfer, assign, mortgage or pledge any property to
or with Indenture Trustee;                                          

         (v) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture that may be inconsistent with any
  other provision herein or in any supplemental indenture or to make any
    other provisions with respect to matters or questions arising under this
 Indenture or in any supplemental indenture; PROVIDED that such action
 shall not adversely affect the interests of the Holders of the Notes;

          (vi) to evidence and provide for the acceptance of the appointment
    hereunder by a successor indenture trustee with respect to the Notes and
   to add to or change any of the provisions of this Indenture as shall be
      necessary to facilitate the administration of the trusts hereunder by more
   than one indenture trustee, pursuant to the requirements of ARTICLE VI;

   (vii) to modify, eliminate or add to the provisions of this
      Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the TIA or under any similar federal statute
   hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA; or                            

       (viii) to provide for the issuance of one or more new Series of
Notes, in accordance with the provisions of SECTION 2.11.           

Indenture Trustee is hereby authorized to join in the execution of any such     
supplemental indenture and to make any further appropriate agreements and       
stipulations that may be therein contained.                                     

      (b) Issuer and Indenture Trustee, when authorized by an Issuer Order, may,
also without the consent of any Noteholders of any Series then Outstanding but  
upon satisfaction of the Rating Agency Condition with respect to the Notes of   
all Series, enter into an indenture or indentures supplemental hereto for the   
purpose of adding any provisions to, or changing in any manner or eliminating   
any of the provisions of, this Indenture or of modifying in any manner the      
rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER that 
Transferor shall have delivered to the Owner Trustee and Indenture Trustee (i)  
an                                                                              

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Officer's Certificate, dated the date of any such action, stating that all      
requirements for such amendments contained in the Agreement have been met and   
Transferor reasonably believes that such action will not have an Adverse Effect 
and (ii) a Tax Opinion. Additionally, notwithstanding the preceding sentence,   
Issuer and Indenture Trustee, when authorized by an Issuer Order, may, without  
the consent of any Noteholders of any Series then Outstanding or the Enhancement
Providers for any Series, enter into an indenture or indentures supplemental    
hereto to add, modify or eliminate such provisions as may be necessary or       
advisable in order to enable all or a portion of Issuer (i) to qualify as, and  
to permit an election to be made to cause Issuer to be treated as, a "financial 
asset securitization investment trust" as described in the provisions of Section
860L of the Code, and (ii) to avoid the imposition of state or local income or  
franchise taxes imposed on Issuer's property or its income; PROVIDED, HOWEVER,  
that (i) Transferor delivers to Indenture Trustee and the Owner Trustee an      
Officer's Certificate to the effect that the proposed amendments meet the       
requirements set forth in this SECTION 10.1(b), (ii) the Rating Agency Condition
will have been satisfied and (iii) such amendment does not affect the rights,   
duties, protections, indemnities, immunities or obligations of Indenture Trustee
or the Owner Trustee hereunder. The amendments which Transferor may make without
the consent of Noteholders pursuant to the preceding sentence may include the   
addition of Receivables.                                                        

    Section 10.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. Issuer
and Indenture Trustee, when authorized by an Issuer Order, also may, upon       
satisfaction of the Rating Agency Condition and with the consent of the Holders 
of Notes representing more than 66-2/3% of the principal balance of the         
Outstanding Notes of each adversely affected Series, by Act of such Holders     
delivered to Issuer and Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of such Noteholders under this Indenture; PROVIDED,       
HOWEVER that no such supplemental indenture shall, without the consent of the   
Holder of each outstanding Note affected thereby:                               

     (a) change the due date of any installment of principal of or interest on
any Note, or reduce the principal amount thereof, the interest rate specified   
thereon or the redemption price with respect thereto or change any place of     
payment where, or the coin or currency in which, any Note or any interest       
thereon is payable;                                                             

(b) impair the right to institute suit for the enforcement of the   
provisions of this Indenture requiring the application of funds available       
therefor, as provided in ARTICLE V, to the payment of any such amount due on the
Notes on or after the respective due dates thereof (or, in the case of          
redemption, on or after the Redemption Date);                                   

(c) reduce the percentage of the Outstanding Notes of any Series the
consent of the Holders of which is required for any such supplemental indenture,
or the consent of the Holders of which is required for any waiver of compliance 

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with certain provisions of this Indenture or certain defaults hereunder and     
their consequences as provided for in this Indenture;                           

 (d) reduce the percentage of the Outstanding Notes of any Series, the
consent of the Holders of which is required to direct Indenture Trustee to sell 
or liquidate the Collateral if the proceeds of such sale would be insufficient  
to pay the principal amount and accrued but unpaid interest on the outstanding  
Notes of such Series;                                                           

      (e) decrease the percentage of the Outstanding Notes required to amend the
sections of this Indenture which specify the applicable percentage of the       
Outstanding Notes of any Series necessary to amend the Indenture or any         
Transaction Documents which require such consent;                               

(f) modify or alter the provisions of this Indenture prohibiting the
voting of Notes held by Issuer, any other Obligor on the Notes, a Transferor or 
any affiliate thereof; or                                                       

    (g) permit the creation of any Lien ranking prior to or on a parity with
the lien of this Indenture with respect to any part of the Collateral for any   
Notes or, except as otherwise permitted or contemplated herein, terminate the   
Lien of this Indenture on any such Collateral at any time subject hereto or     
deprive the Holder of any Note of the security provided by the Lien of this     
Indenture.                                                                      

      Indenture Trustee may in its discretion determine whether or not any Notes
would be affected by any supplemental indenture and any such determination shall
be conclusive upon the Holders of all Notes, whether theretofore or thereafter  
authenticated and delivered hereunder. Indenture Trustee shall not be liable for
any such determination made in good faith.                                      

  Satisfaction of the Rating Agency Condition shall not be required with
respect to the execution of any supplemental indenture pursuant to this SECTION 
10.2 for which the consent of all of the affected Noteholders is required;      
provided that prior notice of any such supplemental indenture shall be given to 
each Rating Agency.                                                             

   It shall not be necessary for any Act of Noteholders under this SECTION
10.2 to approve the particular form of any proposed supplemental indenture, but 
it shall be sufficient if such Act shall approve the substance thereof.         

Promptly after the execution by Issuer and Indenture Trustee of any 
supplemental indenture pursuant to this SECTION 10.2, Indenture Trustee shall   
mail to the Holders of the Notes to which such amendment or supplemental        
indenture relates written notice setting forth in general terms the substance of
such supplemental indenture. Any failure of Indenture Trustee to mail such      
notice, or any defect therein, shall not, however, in any way impair or affect  
the validity of any such supplemental indenture.                                

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Section 10.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or 
permitting the additional trusts created by, any supplemental indenture         
permitted by this ARTICLE X or the modification thereby of the trusts created by
this Indenture, Indenture Trustee shall be entitled to receive, and shall be    
fully protected in relying upon, an Opinion of Counsel stating that the         
execution of such supplemental indenture is authorized or permitted by this     
Indenture and stating that all requisite consents have been obtained or that no 
consents are required and stating that such supplemental indenture or           
modification constitutes the legal, valid and binding obligation of Issuer in   
accordance with its terms. Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects Indenture Trustee's own 
rights, duties, liabilities or immunities under this Indenture or otherwise.    

    Section 10.4 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture under this ARTICLE X, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this 
Indenture for all purposes, and every Holder of Notes theretofore or thereafter 
authenticated and delivered hereunder shall be bound thereby. This SECTION 10.4 
does not apply to Indenture Supplements.                                        

     Section 10.5 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this ARTICLE X  
shall conform to the requirements of the TIA as then in effect so long as this  
Indenture shall then be qualified under the TIA.                                

Section 10.6 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes   
authenticated and delivered after the execution of any supplemental indenture   
pursuant to this ARTICLE X may, and if required by Indenture Trustee shall, bear
a notation in form approved by Indenture Trustee as to any matter provided for  
in such supplemental indenture. If Issuer shall so determine, new Notes so      
modified as to conform, in the opinion of Indenture Trustee and Issuer, to any  
such supplemental indenture may be prepared and executed by Issuer and          
authenticated and delivered by Indenture Trustee in exchange for the outstanding
Notes.                                                                          

ARTICLE XI

 TERMINATION

     Section 11.1 TERMINATION OF ISSUER. Issuer and the respective obligations
and responsibilities of Indenture Trustee created hereby (other than the        
obligation of Indenture Trustee to make payments to Noteholders as hereinafter  
set forth) shall terminate, except with respect to the duties described in      
SECTION 11.2(b), as provided in the Trust Agreement.                            

Section 11.2 FINAL DISTRIBUTION.                                    

      (a) Servicer shall give Indenture Trustee and the Rating Agencies at least
thirty (30) days prior written notice of the Distribution Date on which the     
Noteholders of any Series or Class may surrender their Notes for payment of the 

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final distribution on and cancellation of such Notes (or, in the event of a     
final distribution resulting from the application of SECTION 2.6 or 7.1 of the  
Transfer and Servicing Agreement or Section 5.5, notice of such Distribution    
Date promptly after Servicer has determined that a final distribution will      
occur, if such determination is made less than thirty (30) days prior to such   
Distribution Date). Such notice shall be accompanied by an Officer's Certificate
setting forth the information specified in SECTION 3.5 of the Transfer and      
Servicing Agreement covering the period during the then-current calendar year   
through the date of such notice. Not later than the fifth day of the month in   
which the final distribution in respect of such Series or Class is payable to   
Noteholders, Indenture Trustee shall provide notice to Noteholders of such      
Series or Class specifying (i) the date upon which final payment of such Series 
or Class will be made upon presentation and surrender of Notes of such Series or
Class at the office or offices therein designated, (ii) the amount of any such  
final payment and (iii) that the Record Date otherwise applicable to such       
payment date is not applicable, payments being made only upon presentation and  
surrender of such Notes at the office or offices therein specified (which in the
case of Bearer Notes shall be outside the United States). Indenture Trustee     
shall give such notice to Transfer Agent and Registrar and Paying Agent at the  
time such notice is given to Noteholders.                                       

     (b) Notwithstanding a final distribution to the Noteholders of any Series
or Class (or the termination of Issuer), except as otherwise provided in this   
paragraph, all funds then on deposit in the Collection Account and any Series   
Account allocated to such Noteholders shall continue to be held in trust for the
benefit of such Noteholders and Paying Agent or Indenture Trustee shall pay such
funds to such Noteholders upon surrender of their Notes, if certificated (and   
any excess shall be paid in accordance with the terms of any Enhancement        
Agreement). If all such Noteholders shall not surrender their Notes for         
cancellation within six (6) months after the date specified in the notice from  
Indenture Trustee described in PARAGRAPH (a), Indenture Trustee shall give a    
second notice to the remaining such Noteholders to surrender their Notes for    
cancellation and receive the final distribution with respect thereto (which     
surrender and payment, in the case of Bearer Notes, shall be outside the United 
States). If within one year after the second notice all such Notes shall not    
have been surrendered for cancellation, Indenture Trustee may take appropriate  
steps, or may appoint an agent to take appropriate steps, to contact the        
remaining such Noteholders concerning surrender of their Notes, and the cost    
thereof shall be paid out of the funds in the Collection Account or any Series  
Account held for the benefit of such Noteholders. Indenture Trustee and, upon   
the written request of Servicer, Paying Agent shall pay to Issuer any monies    
held by them for the payment of principal or interest that remains unclaimed for
two (2) years. After payment to Issuer, Noteholders entitled to the money must  
look to Issuer for payment as general creditors unless an applicable abandoned  
property law designates another Person.                                         

    Section 11.3 ISSUER'S TERMINATION RIGHTS. Upon the termination of Issuer
pursuant to the terms of the Trust Agreement and upon the written direction of  
Issuer, Indenture Trustee shall assign and convey to the Holders of the         
Transferor                                                                      

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Interest or any of their designees, without recourse, representation or         
warranty, all right, title and interest of Issuer in the Receivables, whether   
then existing or thereafter created, all Recoveries related thereto all monies  
due or to become due and all amounts received or receivable with respect thereto
(including all moneys then held in the Collection Account or any Series Account)
and all proceeds thereof, except for amounts held by Indenture Trustee pursuant 
to SECTION 11.2(b). Indenture Trustee shall execute and deliver such instruments
of transfer and assignment, in each case without recourse, as shall be          
reasonably requested in writing by the Holders of the Transferor Interest to    
vest in the Holders of the Transferor Interest or any of their designees all    
right, title and interest which Indenture Trustee had in the Collateral and such
other property.                                                                 

ARTICLE XII 

 MISCELLANEOUS

Section 12.1 COMPLIANCE CERTIFICATES AND OPINIONS ETC.              

      (a) Upon any application or request by Issuer to Indenture Trustee to take
any action under any provision of this Indenture, Indenture Trustee shall be    
entitled to request that Issuer furnish to Indenture Trustee (i) an Officer's   
Certificate stating that all conditions precedent, if any, provided for in this 
Indenture relating to the proposed action have been complied with (ii) an       
Opinion of Counsel stating that in the opinion of such counsel all such         
conditions precedent, if any, have been complied with and (iii) (if required by 
the TIA) an Independent Certificate from a firm of certified public accountants 
meeting the applicable requirements of this SECTION 12.1, except that, in the   
case of any such application or request as to which the furnishing of such      
documents is specifically required by any provision of this Indenture, no       
additional certificate or opinion need be furnished.                            

    Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:                       

          (i) a statement that each signatory of such certificate or opinion
has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;                                

            (ii) a brief statement as to the nature and scope of the examination
    or investigation upon which the statements or opinions contained in such
certificate or opinion are based;                                   

           (iii) a statement that, in the opinion of each such signatory, such
   signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether or not
such covenant or condition has been complied with; and              

   (iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.       

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(b) (i) Prior to the deposit of any Collateral or other property or 
securities with Indenture Trustee that is to be made the basis for the release  
of any property or securities subject to the lien of this Indenture, Issuer     
shall, in addition to any obligation imposed in subsection 12.1(a) or elsewhere 
in this Indenture, furnish to Indenture Trustee an Officer's Certificate        
certifying or stating the opinion of each person signing such certificate as to 
the fair value (within ninety (90) days of such deposit) to Issuer of the       
Collateral or other property or securities to be so deposited.                  

           (ii) Whenever Issuer is required to furnish to Indenture Trustee an
 Officer's Certificate certifying or stating the opinion of any signer
      thereof as to the matters described in clause (i) above, Issuer shall also
deliver to Indenture Trustee (if required by the TIA) an Independent
  Certificate as to the same matters, if the fair value of Issuer of the
   securities to be so deposited and of all other such securities made the
      basis of any such withdrawal or release since the commencement of the then
     current fiscal year of Issuer, as set forth in the certificates delivered
    pursuant to clause (i) above and this clause (ii), is 10% or more of the
Outstanding Amount of the Notes, but such a certificate need not be 
   furnished with respect to any securities so deposited if the fair value
  thereof to Issuer as set forth in the related Officer's Certificate is
   less than $25,000 or less than one percent of the Outstanding Amount of
the Notes.                                                          

     (iii) Other than with respect to the release of any Defaulted
     Receivables and Receivables in Removed Accounts, whenever any property or
  investment property is to be released from the lien of this Indenture,
   Issuer shall also furnish to Indenture Trustee an Officer's Certificate
     certifying or stating the opinion of each person signing such certificate
 as to the fair value (within ninety (90) days of such release) of the
  property or securities proposed to be released and stating that in the
    opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.     

           (iv) Whenever Issuer is required to furnish to Indenture Trustee an
 Officer's Certificate certifying or stating the opinion of any signer
   thereof as to the matters described in clause (iii) above, Issuer shall
     also furnish to Indenture Trustee (if required by the TIA) an Independent
   Certificate as to the same matters if the fair value of the property or
      securities and of all other property, other than Defaulted Receivables and
    Receivables in Removed Accounts, or securities released from the lien of
    this Indenture since the commencement of the then current calendar year,
    as set forth in the certificates required by clause (iii) above and this
    clause (iv), equals 10% or more of the Outstanding Amounts of the Notes,
    but such certificate need not be furnished in the case of any release of
property or securities if the fair value thereof as set forth in the
related Officer's Certificate is less than $25,000 or less than one 
percent of the then Outstanding Amount of the Notes.                

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            (v) Notwithstanding any other provision of this SECTION 12.1, Issuer
   may (A) collect, liquidate, sell or otherwise dispose of Receivables as
    and to the extent permitted or required by the Transaction Documents and
  (B) make cash payments out of the Series Accounts as and to the extent
permitted or required by the Transaction Documents.                 

      Section 12.2 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion 
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so      
certified or covered by only one document, but one such Person may certify or   
give an opinion with respect to some matters and one or more other such Persons 
as to other matters, and any such Person may certify or give an opinion as to   
such matters in one or several documents.                                       

Any certificate or opinion of a Responsible Officer of Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations 
with respect to the matters upon which such officer's certificate or opinion is 
based are erroneous. Any such certificate of a Responsible Officer or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a          
certificate or opinion of, or representations by, an officer or officers of     
Servicer, a Transferor, Issuer or Administrator, stating that the information   
with respect to such factual matters is in the possession of Servicer, a        
Transferor, Issuer or Administrator, unless such Responsible Officer or Counsel 
has actual knowledge that the certificate or opinion or representations with    
respect to such matters are erroneous.                                          

 Where any Person is required to make, give or execute two (2) or more
applications, requests, consents, certificates, statements, opinions or other   
instruments under this Indenture, they may, but need not, be consolidated and   
form one instrument.                                                            

Whenever in this Indenture, in connection with any application or   
certificate or report to Indenture Trustee, it is provided that Issuer shall    
deliver any document as a condition of the granting of such application, or as  
evidence of Issuer's compliance with any term hereof, it is intended that the   
truth and accuracy, at the time of the granting of such application or at the   
effective date of such certificate or report (as the case may be), of the facts 
and opinions stated in such document shall in such case be conditions precedent 
to the right of Issuer to have such application granted or to the sufficiency of
such certificate or report. The foregoing shall not, however, be construed to   
affect Indenture Trustee's right to conclusively rely upon the truth and        
accuracy of any statement or opinion contained in any such document as provided 
in ARTICLE VI.                                                                  

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Section 12.3 ACTS OF NOTEHOLDERS.                                   

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders  
may be embodied in and evidenced by one or more instruments of substantially    
similar tenor signed by such Noteholders in person or by their agents duly      
appointed in writing and satisfying any requisite percentages as to minimum     
number or dollar value of outstanding principal amount represented by such      
Noteholders; and, except as herein otherwise expressly provided, such action    
shall become effective when such instrument or instruments are delivered to     
Indenture Trustee, and, where it is hereby expressly required, to Issuer. Such  
instrument or instruments (and the action embodied therein and evidenced        
thereby) are herein sometimes referred to as the "ACT" of the Noteholders       
signing such instrument or instruments. Proof of execution of any such          
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of Indenture Trustee and      
Issuer, if made in the manner provided in this SECTION 12.3.                    

(b) The fact and date of the execution by any Person of any such    
instrument or writing may be proved in any manner which Indenture Trustee deems 
sufficient.                                                                     

(c) The ownership of Notes shall be proved by the Note Register.    

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder (and any       
transferee thereof) of every Note issued upon the registration thereof in       
exchange therefor or in lieu thereof, in respect of anything done, omitted or   
suffered to be done by Indenture Trustee or Issuer in reliance thereon, whether 
or not notation of such action is made upon such Note.                          

    Section 12.4 NOTICES, ETC. TO INDENTURE TRUSTEE AND ISSUER. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Noteholders 
or other documents provided or permitted by the Agreement to be made upon, given
or furnished to, or filed with:                                                 

    (a) Indenture Trustee by any Noteholder or by Issuer shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to a  
Trustee Officer, by facsimile transmission or by other means acceptable to      
Indenture Trustee to or with Indenture Trustee at its Corporate Trust Office; or

    (b) Issuer by Indenture Trustee or by any Noteholder shall be sufficient
for every purpose hereunder if in writing and mailed, first-class postage       
prepaid, to Issuer addressed to it and received by it c/o Chase Manhattan Bank  
USA, National Association, c/o JP Morgan Chase, 500 Stanton Christiana Rd.,     
OPS4/3rd Floor, Newark, DE 19713, Attn: Institutional Trust Services, or at any 
other address previously furnished in writing to Indenture Trustee by Issuer. A 
copy of each notice to Issuer shall be sent in writing and mailed, first-class  

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postage prepaid, to Administrator at World Financial Network National Bank, 800 
Techcenter Drive, Gahanna, Ohio 43230, Attn.: President.                        

     Section 12.5 NOTICES TO NOTEHOLDERS; WAIVER. Where the Indenture provides
for notice to Noteholders of any event, such notice shall be sufficiently given 
(unless otherwise herein expressly provided) if in writing and mailed by        
registered or certified mail or first class postage prepaid or national         
overnight courier service to each Noteholder affected by such event, at its     
address as it appears on the Note Register, not later than the latest date, and 
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to   
mail such notice, nor any defect in any notice so mailed, to any particular     
Noteholder shall affect the sufficiency of such notice with respect to other    
Noteholders, and any notice which is mailed in the manner herein provided shall 
conclusively be presumed to have been duly given.                               

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before  
or after the event, and such waiver shall be the equivalent of such notice.     
Waivers of notice by Noteholders shall be filed with Indenture Trustee but such 
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.                                                      

     In the event that, by reason of the suspension of regular mail service as
a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be   
given pursuant to any provision of this Indenture, then any manner of giving    
such notice as shall be satisfactory to Indenture Trustee shall be deemed to be 
a sufficient giving of such notice.                                             

     Where this Indenture provides for notice to any Rating Agency, failure to
give such notice shall not affect any other rights or obligations created       
hereunder and shall not under any circumstance constitute a Default or Event of 
Default.                                                                        

     Section 12.6 ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, Issuer, with   
the prior written consent of Indenture Trustee, may enter into any agreement    
with any Holder of a Note providing for a method of payment, or notice by       
Indenture Trustee or any Paying Agent to such Holder, that is different from the
methods provided for in this Indenture for such payments or notices. Issuer will
furnish to Indenture Trustee a copy of each such agreement and Indenture Trustee
will cause payments to be made and notices to be given in accordance with such  
agreements.                                                                     

   Section 12.7 CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this indenture by any of the provisions of the TIA, such required
provision shall control.                                                        

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 The provisions of TIA ss.ss.310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless    
expressly excluded by this Indenture) are a part of and govern this Indenture,  
whether or not physically contained herein.                                     

  Section 12.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and  
shall not affect the construction hereof.                                       

     Section 12.9 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by Issuer shall bind its successors and assigns, whether so expressed 
or not.                                                                         

     Section 12.10 SEPARABILITY. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,   
and enforceability of the remaining provisions shall not in any way be affected 
or impaired thereby.                                                            

    Section 12.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties     
hereto and their successors hereunder, and the Noteholders, Servicer and        
Transferor, any benefit.                                                        

 Section 12.12 LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other     
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and     
effect as if made on the date on which nominally due, and no interest shall     
accrue for the period from and after any such nominal date.                     

Section 12.13 GOVERNING LAW. THIS INDENTURE AND EACH NOTE SHALL BE  
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY CONFLICT THE LAWS OF THE STATE OF  
NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PROVISIONS AND THE OBLIGATIONS, 
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE  
WITH SUCH LAWS.                                                                 

    Section 12.14 COUNTERPARTS. This Indenture may be executed in any number
of counterparts (and by different parties on separate counterparts), each of    
which so executed shall be deemed to be an original, but all such counterparts  
shall together constitute but one and the same instrument.                      

  Section 12.15 ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of Issuer on the Notes or under this
Indenture or any certificate or other writing delivered in connection herewith  
or therewith, against (i) Indenture Trustee or the Owner Trustee in its         
individual capacity, (ii) any owner of a beneficial interest in Issuer or (iii) 
any partner, owner, beneficiary, agent, officer, director, employee or agent of 
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial                                                                    

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interest in Issuer, the Owner Trustee or Indenture Trustee or of any successor  
or assign of Indenture Trustee or the Owner Trustee in its individual capacity, 
except as any such Person may have expressly agreed (it being understood that   
Indenture Trustee and the Owner Trustee have no such obligations in their       
individual capacity) and except that any such partner, owner or beneficiary     
shall be fully liable, to the extent provided by applicable law, for any unpaid 
consideration for stock, unpaid capital contribution or failure to pay any      
installment or call owing to such entity. For all purposes of this Indenture,   
the Owner Trustee shall be subject to, and entitled to the benefits of, the     
terms and provisions of ARTICLES V, VI and VII of the Trust Agreement.          

Section 12.16 NO PETITION. Indenture Trustee, by entering into this 
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree  
that they will not at any time institute against Issuer, Transferor or          
Certificate Trust, or solicit or join or cooperate with or encourage any        
institution against Issuer, Transferor or Certificate Trust of, any bankruptcy, 
reorganization, arrangement, insolvency or liquidation proceedings, or other    
proceedings under any United States federal or state bankruptcy or similar law  
in connection with any obligations relating to the Notes, this Indenture or any 
of the Transaction Documents. The foregoing shall not limit the rights of       
Indenture Trustee to file any claim in or otherwise take any action with respect
to any insolvency proceeding that was instituted against Issuer by any Person   
other than Indenture Trustee.                                                   

  Section 12.17 SUBORDINATION. Issuer and each Noteholder by accepting a
Note acknowledge and agree that such Note represents indebtedness of Issuer and 
does not represent an interest in any assets (other than the Trust Estate) of   
Transferor (including by virtue of any deficiency claim in respect of           
obligations not paid or otherwise satisfied from the Trust Estate and proceeds  
thereof). In furtherance of and not in derogation of the foregoing, to the      
extent Transferor enters into other securitization transactions, Issuer as well 
as each Noteholder by accepting a Note acknowledge and agree that it shall have 
no right, title or interest in or to any assets (or interest therein) (other    
than Trust Estate) conveyed or purported to be conveyed by Transferor to another
securitization trust or other Person or Persons in connection therewith (whether
by way of a sale, capital contribution or by virtue of the granting of a lien)  
("Other Assets"). To the extent that, notwithstanding the agreements and        
provisions contained in the preceding sentences of this subsection, Issuer or   
any Noteholder either (i) asserts an interest or claim to, or benefit from,     
Other Assets, whether asserted against or through Transferor or any other Person
owned by Transferor, or (ii) is deemed to have any such interest, claim or      
benefit in or from Other Assets, whether by operation of law, legal process,    
pursuant to applicable provisions of insolvency laws or otherwise (including by 
virtue of SECTION 1111(b) of the Federal Bankruptcy Code or any successor       
provision having similar effect under the Bankruptcy Code), and whether deemed  
asserted against or through Transferor or any other Person owned by Transferor, 
then Issuer and each Noteholder by accepting a Note further acknowledges and    
agrees that any such interest, claim or benefit in or from Other Assets is and  
shall be expressly subordinated to the indefeasible payment in full             

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of all obligations and liabilities of Transferor which, under the terms of the  
relevant documents relating to the securitization of such Other Assets, are     
entitled to be paid from, entitled to the benefits of, or otherwise secured by  
such Other Assets (whether or not any such entitlement or security interest is  
legally perfected or otherwise entitled to a priority of distribution or        
application under applicable law, including insolvency laws, and whether        
asserted against Transferor or any other Person owned by Transferor), including,
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within   
the meaning of SECTION 510(a) of the Bankruptcy Code. Each Noteholder further   
acknowledges and agrees that no adequate remedy at law exists for a breach of   
this SECTION 12.17 and the terms of this SECTION 12.17 may be enforced by an    
action for specific performance.                                                

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IN WITNESS WHEREOF, Issuer and Indenture Trustee have caused this   
Indenture to be duly executed by their respective officers thereunto duly       
authorized, all as of the day and year first above written.                     

                               WORLD FINANCIAL NETWORK
                               CARD MASTER NOTE TRUST,
                 as Issuer

                                      By:  Chase Manhattan Bank USA,
                                       National Association,
                                       not in its individual capacity,
                                   but solely as Owner Trustee

                                By:      /s/ Denis Kelly
                                               ---------------------------------
                            Name:    Denis Kelly
                                         Title:   Assistant Vice President

                                  BNY MIDWEST TRUST COMPANY,
                            as Indenture Trustee

                                 By:      /s/ Eric Lindahl
                                               ---------------------------------
                             Name:    Eric Lindahl
                                         Title:   Assistant Vice President

Acknowledged and Accepted:                                                      

WFN CREDIT COMPANY, LLC,                                                        
as Transferor                                                                   

By:     /s/ Robert P. Armiak                                                    
----------------------------------                                      
Name:   Robert P. Armiak                                                        
Title:  Vice President and Treasurer                                            

WORLD FINANCIAL NETWORK NATIONAL BANK,                                          
as Servicer                                                                     

By:     /s/ Robert P. Armiak                                                    
----------------------------------                                      
Name:   Robert P. Armiak                                                        
Title:  Vice President and Treasurer                                            

MASTER INDENTURE SIGNATURE PAGE                                                 

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 ANNEX A
to
MASTER INDENTURE

 DEFINITIONS

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 ANNEX A TO MASTER INDENTURE

 DEFINITIONS

"ACCOUNT" means each open end credit card account designated as an  
"Account" pursuant to (and as defined in) the Pooling and Servicing Agreement on
or prior to the Certificate Trust Termination Date. The term "Account" excludes 
any Account all the Receivables in which are either reassigned or assigned to   
Transferor or its designee or Servicer in accordance with the Pooling and       
Servicing Agreement or the Transfer and Servicing Agreement, and any inactive   
Accounts which in accordance with the Credit Card Guidelines have been removed  
from the computer records of the Credit Card Originator. The term "Account"     
includes each account into which an Account is transferred (a "TRANSFERRED      
ACCOUNT") so long as (a) such transfer is made in accordance with the Credit    
Card Guidelines and (b) such Transferred Account can be traced or identified, by
reference to or by way of the Account Schedule delivered to the Owner Trustee   
pursuant to SECTION 2.1 or 2.6(d) of the Transfer and Servicing Agreement, as an
account into which an Account has been transferred. The term "Account" includes 
an Automatic Additional Account or a Supplemental Account only from and after   
its Addition Date and includes any Removed Account only prior to its Removal    
Date.                                                                           

    "ACCOUNT SCHEDULE" means a computer file or microfiche list containing a
true and complete list of Accounts, identified by account number and setting    
forth the Receivable balance as of (a) the Certificate Trust Termination Date   
(for the Account Schedule delivered on the Certificate Trust Termination Date), 
(b) the end of the related Monthly Period (for any Account Schedule relating to 
Automatic Additional Accounts) or (c) the related Addition Cut Off Date (for any
Account Schedule delivered in connection with any designation of Supplemental   
Accounts).                                                                      

"ACQUIRED PORTFOLIO RECEIVABLE" means any receivable acquired by the
Credit Card Originator from an Other Originator in connection with the Credit   
Card Originator's acquisition of a portfolio of revolving credit card accounts  
from such Other Originator (prior to the transfer of such receivable to the     
Transferor pursuant to the Receivables Purchase Agreement).                     

"ACQUIRING PERSON" is defined in SECTION 3.10(b) of the Indenture.  

"ACT" is defined in SECTION 12.3(a) of the Indenture.               

  "ADDITION" means the designation of additional Eligible Accounts to be
included as Accounts pursuant to SECTION 2.6(a), (b) or (c) of the Transfer and 
Servicing Agreement or of Participation Interests to be included as Trust Assets
pursuant to SECTION 2.6(b) or (c) of the Transfer and Servicing Agreement, as   
applicable.                                                                     

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"ADDITION CUT OFF DATE" means the date as of which any Supplemental 
Accounts or Participation Interests are designated for inclusion in the Trust,  
as specified in the related Assignment.                                         

    "ADDITION DATE" means (a) as to Supplemental Accounts, the date on which
the Receivables in such Supplemental Accounts are conveyed to the Trust pursuant
to SECTION 2.6(b) or (c) of the Transfer and Servicing Agreement, as applicable,
(b) as to Automatic Additional Accounts, the date on which such accounts are    
created or otherwise become Automatic Additional Accounts and (c) as to         
Participation Interests, the date from and after which such Participation       
Interests are to be included as Trust Assets pursuant to SECTION 2.6(b) or (c)  
of the Transfer and Servicing Agreement.                                        

"ADDITIONAL ACCOUNT" means an Automatic Additional Account or a     
Supplemental Account.                                                           

"ADDITIONAL LIMITATION EVENT" means the occurrence of either of the 
following events on any Determination Date:                                     

    (1) the average of the default ratio for that Determination Date and the
preceding two Determination Dates is greater than 1.25%, where the "default     
ratio" for any Determination Date equals the percentage equivalent of a fraction
(A) the numerator of which is the aggregate of the Default Amounts for all      
Accounts that became Defaulted Accounts during the related Monthly Period and   
(B) the denominator of which is the total Receivables as of the end of the sixth
preceding Monthly Period; or                                                    

   (2) the average of the payment rate for that Determination Date and the
preceding two Determination Dates is less than 10%, where the "payment rate" for
any Determination Date equals the percentage equivalent of a fraction (A) the   
numerator of which is the aggregate Collections received during the related     
Monthly Period and (B) the denominator of which is equal to the total           
Receivables held by the Receivables Trust at the close of business for the      
Monthly Period immediately prior to such related Monthly Period.                

      "ADMINISTRATION AGREEMENT" means the Administration Agreement, dated as of
August 1, 2001 between the Issuer and the Administrator, as the same may be     
amended, supplemented or otherwise modified from time to time.                  

"ADMINISTRATOR" means WFN, its capacity as administrator, under the 
Administration Agreement, and any successor in that capacity.                   

     "ADVERSE EFFECT" means, with respect to any action, that such action will
(a) result in the occurrence of an Early Amortization Event or an Event of      
Default or (b) materially and adversely affect the amount or timing of          
distributions to be made to the Noteholders of any Series or Class pursuant to  
the Transaction Documents.                                                      

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"AFFILIATE" means, as to any specified Person, any other Person     
controlling or controlled by or under common control with such specified Person.
For this purpose, "control" means the power to direct the management and        
policies of a Person, directly or indirectly, whether through the ownership of  
voting securities, by contract or otherwise; and "controlling" and "controlled" 
have correlative meanings.                                                      

     "AGGREGATE PRINCIPAL BALANCE" means, as of any time of determination, the
sum of (a) the Aggregate Principal Receivables and (b) the amount on deposit in 
the Excess Funding Account (exclusive of any investment earnings on such        
amount).                                                                        

     "AGGREGATE PRINCIPAL RECEIVABLES" means, as of any date of determination,
the aggregate amount of Principal Receivables as of such date.                  

"ALLOCATION PERCENTAGE" is defined, for any Series, with respect to 
Principal Receivables, Finance Charge Receivables and Receivables in Defaulted  
Accounts, in the related Indenture Supplement.                                  

"AMORTIZATION PERIOD" means, as to any Series or any Class within a 
Series, any period specified in the related Indenture Supplement during which a 
share of principal collections is set aside to repay the outstanding principal  
amount of that Series (excluding repayments of a Variable Interest during its   
revolving period).                                                              

"APPLICANTS" is defined in SECTION 2.9 of the Indenture.            

  "APPROVED PORTFOLIO" means any Identified Portfolio and any additional
portfolio that is designated as an Approved Portfolio pursuant to SECTION 2.6(E)
of the Transfer and Servicing Agreement or any portfolio that was designated as 
an "Approved Portfolio" (as defined in the Pooling and Servicing Agreement)     
pursuant to SECTION 2.8(e) of the Pooling and Servicing Agreement.              

"ASSIGNMENT" is defined in SECTION 2.6(d)(ii) of the Transfer and   
Servicing Agreement.                                                            

"AUTHORIZED NEWSPAPER" means any newspaper or newspapers of general 
circulation in the Borough of Manhattan, The City of New York printed in the    
English language (and, with respect to any Series or Class, if and so long as   
the Notes of such Series or Class are listed on the Luxembourg Stock Exchange   
and such exchange shall so require, in Luxembourg, printed in any language      
satisfying the requirements of such exchange) and customarily published on each 
business day at such place, whether or not published on Saturdays, Sundays or   
holidays.                                                                       

"AUTHORIZED OFFICER" means:                                         

   (a) with respect to the Issuer, any officer of the Owner Trustee who is
authorized to act for the Owner Trustee in matters relating to the Issuer and   
who is identified on the list of Authorized Officers, containing the specimen   
signature                                                                       

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of each such Person, delivered by the Owner Trustee to the Indenture Trustee on 
the Initial Closing Date (as such list may be modified or supplemented from time
to time thereafter) and any Vice President or more senior officer of the        
Administrator who is authorized to act for the Administrator in matters relating
to the Issuer and to be acted upon by the Administrator pursuant to the         
Administration Agreement and who is identified on the list of Authorized        
Officers (containing the specimen signatures of such officers) delivered by the 
Administrator to the Indenture Trustee on the Initial Closing Date (as such list
may be modified or supplemented from time to time thereafter);                  

    (b) with respect to the Transferor, any officer of the Transferor who is
authorized to act for the Transferor in matters relating to the Transferor and  
who is identified on the list of Authorized Officers, containing the specimen   
signature of each such Person, delivered by the Transferor to the Indenture     
Trustee on the Initial Closing Date (as such list may be modified or            
supplemented from time to time thereafter); and                                 

(c) with respect to the Servicer, any officer of the Servicer who is
authorized to act for the Servicer in matters relating to the Servicer and who  
is identified on the list of Authorized Officers, containing the specimen       
signature of each such Person, delivered by the Servicer to the Indenture       
Trustee on the Initial Closing Date (as such list may be modified or            
supplemented from time to time thereafter).                                     

   "AUTOMATIC ADDITION LIMITATION EVENT" means the occurrence of either of
the following events on any Determination Date:                                 

    (1) the average of the default ratio for that Determination Date and the
preceding two Determination Dates is greater than 1%, where the "default ratio" 
for any Determination Date equals the percentage equivalent of a fraction (A)   
the numerator of which is the aggregate of the Default Amounts for all Accounts 
that became Defaulted Accounts during the related Monthly Period and (B) the    
denominator of which is the total Receivables held by the Receivables Trust as  
of the end of the sixth preceding Monthly Period; or                            

   (2) the average of the payment rate for that Determination Date and the
preceding two Determination Dates is less than 10%, where the "payment rate" for
any Determination Date equals the percentage equivalent of a fraction (A) the   
numerator of which is the aggregate Collections received during the related     
Monthly Period and (B) the denominator of which is equal to the total           
Receivables held by the Receivables Trust at the close of business for the      
Monthly Period immediately prior to such related Monthly Period.                

    "AUTOMATIC ADDITION SUSPENSION DATE" is defined in SECTION 2.6(a) of the
Transfer and Servicing Agreement.                                               

     "AUTOMATIC ADDITION TERMINATION DATE" is defined in SECTION 2.6(a) of the
Transfer and Servicing Agreement.                                               

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     "AUTOMATIC ADDITIONAL ACCOUNT" means each open end credit card account in
any Approved Portfolio that is established pursuant to a Credit Card Agreement  
coming into existence after (a) the Certificate Trust Termination Date (in the  
case of an Account in the Identified Portfolio or a portfolio that was          
designated as an Approved Portfolio prior to the Certificate Trust Termination  
Date) or (b) the Addition Cut Off Date relating to the first Addition Date on   
which Receivables from Accounts in the applicable portfolio are transferred to  
the Issuer (in the case of an account in any portfolio designated as an Approved
Portfolio after the Certificate Trust Termination Date) and, in either case,    
prior to the Automatic Addition Termination Date or an Automatic Addition       
Suspension Date, or subsequent to a Restart Date. In addition, Accounts in an   
Approved Portfolio that were in existence, but were not Eligible Accounts, on   
(x) the Certificate Trust Termination Date (in the case of an Account in the    
Identified Portfolio or a portfolio that was designated as an Approved Portfolio
prior to the Certificate Trust Termination Date) or (y) the Addition Cut Off    
Date relating to the first Addition Date on which Receivables from Accounts in  
the applicable portfolio are transferred to the Trust (in the case of an account
in any other portfolio designated as an Approved Portfolio after the Certificate
Trust Termination Date) but which, in either case, become Eligible Accounts     
prior to the Automatic Addition Termination Date or an Automatic Addition       
Suspension Date, or subsequent to a Restart Date, shall also be "Automatic      
Additional Accounts" and shall be deemed, for purposes of the definition of     
"Eligible Account" and SECTION 2.6(a), to have been created on the first day    
after the Certificate Trust Termination Date or applicable Addition Cut Off Date
on which they are Eligible Accounts.                                            

"BASE RATE" is defined, with respect to any Series, in the related  
Indenture Supplement.                                                           

"BEARER NOTE" is defined in SECTION 2.1 of the Indenture.           

     "BOOK-ENTRY NOTES" means beneficial interests in the Notes, ownership and
transfers of which shall be made through book entries by a Clearing Agency or   
Foreign Clearing Agency as described in SECTION 2.13 of the Indenture.          

     "BUSINESS DAY" means any day other than (a) a Saturday or Sunday, (b) any
other day on which national banking associations or state banking institutions  
in New York, New York, Chicago, Illinois, Columbus, Ohio or Wilmington, Delaware
are authorized or obligated by law, executive order or governmental decree to be
closed or (c) for purposes of any particular Series, any other day specified in 
the related Indenture Supplement.                                               

      "BUSINESS TRUST STATUTE" shall mean Chapter 38 of Title 12 of the Delaware
Code, 12 DEL. C. ss.3801, ET SEQ.                                               

  "CERTIFICATE OF TRUST" shall mean the Certificate of Trust in the form
attached to the Trust Agreement as Exhibit A, which has been filed for the      
Issuer pursuant to Section 3810(a) of the Business Trust Statute.               

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    "CERTIFICATE TRUST" means The World Financial Network Credit Card Master
Trust.                                                                          

"CERTIFICATE TRUST TERMINATION DATE" means the date on which the    
Certificate Trust is terminated and all of the Receivables held by the          
Certificate Trust are transferred to the Issuer.                                

"CERTIFICATE TRUST TRUSTEE" means the trustee under the Pooling and 
Servicing Agreement.                                                            

      "CLASS" means, with respect to any Series, any one of the classes of Notes
of that Series.                                                                 

     "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934.                 

"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other   
financial institution or other Person for whom from time to time a Clearing     
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.                                                                

    "CLEARSTREAM" means Clearstream Banking, societe anonyme, a professional
depository incorporated under the laws of Luxembourg, and its successors.       

"CLOSING DATE" means, with respect to any Series, the closing date  
specified in the related Indenture Supplement.                                  

"CODE" means the Internal Revenue Code of 1986, as amended.         

"COLLATERAL" is defined in the Granting Clause of the Indenture.    

      "COLLATERAL AMOUNT" is defined, with respect to any Series, in the related
Indenture Supplement.                                                           

     "COLLATERAL CERTIFICATE" means the certificate, representing an undivided
interest in the assets held in the Certificate Trust, issued pursuant to the    
Pooling and Servicing Agreement and the Collateral Series Supplement, dated as  
of August 21, 2001, to the Pooling and Servicing Agreement.                     

"COLLATERAL SERIES SUPPLEMENT" means a supplement to the Pooling and
Servicing Agreement, executed and delivered in connection with the original     
issuance of the Collateral Certificate pursuant to SECTION 6.3 of the Pooling   
and Servicing Agreement as the same may be amended, supplemented or otherwise   
modified from time to time.                                                     

"COLLECTION ACCOUNT" is defined in SECTION 8.3(a) of the Indenture. 

"COLLECTIONS" means all payments (including Recoveries of Principal 
Receivables or Finance Charge Receivables and Insurance Proceeds, whether or    

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not treated as Recoveries) received by Servicer with respect to the Receivables,
including In-Store Payments, in the form of cash, checks (to the extent         
collected), wire transfers or other form of payment in accordance with the      
Credit Card Agreement in effect from time to time on any Receivables. If so     
specified in any Indenture Supplement, Collections shall also include any       
payments received by Servicer with respect to Participation Interests.          

"COMMISSION" means the Securities and Exchange Commission.          

    "CONVEYANCE PAPERS" is defined in SECTION 4.1(a)(iii) of the Receivables
Purchase Agreement.                                                             

"CORPORATE TRUST OFFICE" means                                      

(a) for the Indenture Trustee, the principal office at which at any 
particular time its corporate trust business shall be administered, which office
at date of the execution of the Indenture is located at 2 North LaSalle Street, 
Suite 1020, Chicago, Illinois 60602, Attention: Structured Finance Services, or 
at such other address as the Indenture Trustee may designate from time to time  
by notice to the Noteholders and the Transferor, or the principal corporate     
trust office of any successor Indenture Trustee (the address of which the       
successor Indenture Trustee will notify the Noteholders and the Transferor);    

      (b) for the Owner Trustee, the principal office at which at any particular
time its corporate trust business shall be administered, which office at date of
the execution of the Indenture is located at c/o JP Morgan Chase, 500 Stanton   
Christiana Rd., OPS4/3rd Floor, Newark, DE 19713, Attn: Institutional Trust     
Services.                                                                       

"COUPON" is defined in SECTION 2.1 of the Indenture.                

"CREDIT ADJUSTMENT" is defined in the SECTION 3.2 of the Receivables
Purchase Agreement.                                                             

    "CREDIT CARD AGREEMENT" means, as to any Account, the agreements between
the Credit Card Originator that owns the Account (including WFN as assignee of  
an Other Originator) and the related Obligor that govern the Account, as amended
or otherwise modified from time to time.                                        

     "CREDIT CARD GUIDELINES" means the written policies and procedures of the
Credit Card Originator relating to the operation of its consumer revolving      
lending business, including written policies and procedures for determining the 
creditworthiness of credit card customers, the extension of credit to credit    
card customers and the maintenance of credit card accounts and collection of    
related receivables, as amended or otherwise modified from time to time.        

"CREDIT CARD ORIGINATOR" means (i) WFN and/or any transferee of the 
Accounts from WFN or (ii) any other originator of Accounts which is designated  
from time to time pursuant to SECTION 2.10 of the Transfer and Servicing        

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Agreement and, directly or indirectly, enters into a receivables purchase       
agreement with Transferor.                                                      

   "CREDIT CARD PROCESSING AGREEMENT" means one or more agreements between
the Credit Card Originator (including WFN as assignee of an Other Originator)   
and a Merchant pursuant to which the Credit Card Originator agrees to extend    
open end credit card accounts to customers of the Merchant and the Merchant     
agrees to allow purchases to be made at its retail establishments, or in its    
catalogue sales business, under such accounts.                                  

     "DAILY REPORT" is defined in SECTION 3.4(a) of the Transfer and Servicing
Agreement.                                                                      

  "DATE OF PROCESSING" means, as to any transaction, the Business Day on
which the transaction is first recorded on Servicer's computer file of consumer 
revolving accounts (without regard to the effective date of such recordation).  

 "DEBTOR" means the party designated in the Specified Agreement as the
"Debtor" for purposes of the Perfection Representations and Warranties.         

 "DEBTOR RELIEF LAWS" means Title 11 of the United States Code and all
other applicable liquidation, conservatorship, bankruptcy, moratorium,          
rearrangement, receivership, insolvency, reorganization, suspension of payments,
readjustment of debt, marshalling of assets or similar debtor relief laws of the
United States, any state or any foreign country from time to time in effect,    
affecting the rights of creditors generally.                                    

  "DEFAULT" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.                                 

"DEFAULTED RECEIVABLE" means, as to any date of determination, all  
Principal Receivables in any Account which are charged off as uncollectible on  
that date in accordance with the Credit Card Guidelines and Servicer's customary
and usual servicing procedures for servicing open end credit card account       
receivables comparable to the Receivables. A Principal Receivable in any Account
shall become a Defaulted Receivable on the day on which such Principal          
Receivable is recorded as charged off in accordance with the Credit Card        
Guidelines.                                                                     

"DEFINITIVE NOTES" means Notes in definitive, fully registered form.

 "DEMAND NOTE" is defined in SECTION 2.9 of the Transfer and Servicing
Agreement.                                                                      

   "DETERMINATION DATE" means, unless otherwise specified in any Indenture
Supplement with respect to the related Series, the second Business Day preceding
each Distribution Date.                                                         

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 "DISCOUNT OPTION RECEIVABLES" means, on any Date of Processing on and
after the date on which Transferor's exercise of its discount option pursuant to
SECTION 2.8 of the Transfer and Servicing Agreement takes effect, the sum of (a)
the aggregate Discount Option Receivables at the end of the prior day (which    
amount, prior to the date on which Transferor's exercise of its discount option 
takes effect and with respect to Receivables generated prior to such date, shall
be zero), plus (b) any New Discount Option Receivables created on such day,     
minus (c) any Discount Option Receivables Collections received on such Date of  
Processing.                                                                     

     "DISCOUNT OPTION RECEIVABLES COLLECTIONS" means on any Date of Processing
on and after the date on which Transferor's exercise of its discount option     
pursuant to SECTION 2.8 of the Transfer and Servicing Agreement takes effect,   
the product of (a) a fraction the numerator of which is the amount of the       
Discount Option Receivables and the denominator of which is the sum of the      
Principal Receivables plus the amount of Discount Option Receivables in each    
case (for both numerator and denominator) at the end of the prior Monthly Period
and (b) Collections of Principal Receivables, prior to any reduction for Finance
Charge Receivables which are Discount Option Receivables, received on such Date 
of Processing.                                                                  

"DISCOUNT PERCENTAGE" is defined in SECTION 2.8 of the Transfer and 
Servicing Agreement.                                                            

     "DISTRIBUTION DATE" means, with respect to any Series, the date specified
in the related Indenture Supplement.                                            

"DOCUMENT DELIVERY DATE" means the Addition Date in the case of     
Supplemental Accounts and the Removal Date in the case of Removed Accounts.     

"DOLLARS," "$" or "U.S. $" means United States dollars.             

"DTC" means The Depository Trust Company.                           

   "EARLY AMORTIZATION EVENT" means, as to any Series, each event, if any,
specified in the relevant Indenture Supplement as an Early Amortization Event   
for that Series or a Trust Early Amortization Event.                            

"EFFECTIVE DATE" is defined in the Pooling and Servicing Agreement. 

"ELIGIBLE ACCOUNT" means (a) with respect to "Accounts" designated  
pursuant to (and as defined in) the Pooling and Servicing Agreement prior to the
Certificate Trust Termination Date, Accounts which are "Eligible Accounts" under
(and as defined in) the Pooling and Servicing Agreement and (b) each Account    
which, as of the date of creation thereof (in the case of an Automatic          
Additional Account) or the related Addition Cut Off Date (in the case of a      
Supplemental Account):                                                          

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    (a) is in existence and is serviced by the Credit Card Originator or any
Affiliate of the Credit Card Originator;                                        

(b) is payable in United States dollars;                            

   (c) except as provided below, has not been identified as an account (i)
the credit cards for which have been reported to the Credit Card Originator or  
the related Other Originator (if any) as lost or stolen or (ii) the Obligor of  
which is the subject of a bankruptcy proceeding;                                

      (d) none of the Receivables in which have been, sold, pledged, assigned or
otherwise conveyed to any Person (except by an Other Originator to a Credit Card
Originator, by a Credit Card Originator to the Transferor or otherwise pursuant 
to the Transfer and Servicing Agreement), unless any such pledge or assignment  
is released on or before the Addition Date;                                     

(e) except as provided below, none of the Receivables in which are  
Defaulted Receivables or have been identified by the Credit Card Originator or  
the related Other Originator (if any), or by the relevant Obligor to the Credit 
Card Originator or the related Other Originator (if any), as having been        
incurred as a result of fraudulent use of a credit card; and                    

 (f) has an Obligor who has provided as his or her most recent billing
address, an address located in the United States or a United States military    
address, provided that an account shall not fail to be an "Eligible Account"    
solely due to the Obligor having provided a billing address not satisfying the  
foregoing if as of the end of the most recently ended Monthly Period (in the    
case of an Automatic Additional Account) or the related Addition Cut Off Date   
(in the case of a Supplemental Account) the aggregate Principal Receivables in  
Accounts the most recent billing address for which does not satisfy the         
foregoing made up less than 2% (or any higher percentage as to which the Rating 
Agency Condition has been satisfied) of the aggregate Principal Receivables.    

Notwithstanding the foregoing, Eligible Accounts may include accounts, the      
receivables in which have been written off, or as to which the Credit Card      
Originator or related Other Originator (if any) believes the related Obligor is 
bankrupt and certain receivables that have been identified by the Obligor as    
having been incurred as a result of fraudulent use of credit cards or any credit
cards have been reported to the Credit Card Originator or the related Other     
Originator (if any) as lost or stolen, so long as (1) the balance of all        
receivables included in such accounts is reflected on the books and records of  
the Credit Card Originator (and is treated for purposes of the Transaction      
Documents) as "zero" and (2) charging privileges with respect to all such       
accounts have been canceled and are not reinstated.                             

    "ELIGIBLE DEPOSIT ACCOUNT" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust 
department of a depository institution organized under the laws of the United   
States or any one of the states thereof, including the District of Columbia (or 
any                                                                             

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domestic branch of a foreign bank), and acting as a trustee for funds deposited 
in such account, so long as any of the securities of such depository institution
shall have a credit rating from each of Moody's, S&P and, if rated by Fitch,    
Fitch in one of its generic credit rating categories that signifies investment  
grade.                                                                          

   "ELIGIBLE INSTITUTION" means (a) a depository institution (which may be
the Owner Trustee or the Indenture Trustee or an affiliate thereof) organized   
under the laws of the United States or any one of the states thereof (i) that   
has either (A) a long-term unsecured debt rating of "A2" or better by Moody's or
(B) a certificate of deposit rating of "P-1" by Moody's, (ii) that has either   
(A) a long-term unsecured debt rating of "AAA" by S&P or (B) a certificate of   
deposit rating of at least "A-1+" by S&P, (iii) that, if rated by Fitch, has    
either (A) a long-term unsecured debt rating of "AAA" by Fitch or (B) a         
certificate of deposit rating of at least "F-1+" by Fitch and (iv) the deposits 
of which are insured by the FDIC or (b) any other institution that is acceptable
to each Rating Agency, Servicer and Trustee.                                    

      "ELIGIBLE INVESTMENTS" means book-entry securities, negotiable instruments
or securities represented by instruments in bearer or registered form which     
evidence:                                                                       

    (a) direct obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States of America;             

 (b) demand deposits, time deposits or certificates of deposit (having
original maturities of no more than 365 days) of depository institutions or     
trust companies incorporated under the laws of the United States of America or  
any state thereof (or domestic branches of foreign banks) and subject to        
supervision and examination by federal or state banking or depository           
institution authorities; provided that at the time of the Trust's investment or 
contractual commitment to invest therein, the short-term debt rating of such    
depository institution or trust company shall be in the highest investment      
category of each of Moody's and S&P, which in the case of S&P means A-1+, and,  
if rated by Fitch, Fitch;                                                       

    (c) commercial paper or other short-term obligations having, at the time
of the Trust's investment or contractual commitment to invest therein, a rating 
from each of Moody's and S&P in its highest investment category, which in the   
case of S&P means A-1+, and, if rated by Fitch, Fitch in its highest investment 
category;                                                                       

    (d) demand deposits, time deposits and certificates of deposit which are
fully insured by the FDIC, with a Person the commercial paper of which has a    
credit rating from each of Moody's and S&P in its highest investment category,  
which in the case of S&P means A-1+, and, if rated by Fitch, Fitch in its       
highest investment category;                                                    

   (e) notes or bankers acceptances (having original maturities of no more
than 365 days) issued by any depository institution or trust company referred to
in clause (b);                                                                  

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(f) investments in money market funds (including funds of the Owner 
Trustee or the Indenture Trustee or their affiliates as well as funds for which 
the Owner Trustee or the Indenture Trustee and their affiliates may receive     
compensation) rated in the highest investment category by each of Moody's and   
S&P, which in the case of S&P means A-1+, and, if rated by Fitch, Fitch in its  
highest investment category, or otherwise approved in writing by each Rating    
Agency;                                                                         

     (g) time deposits, other than as referred to in clause (d), with a Person
the commercial paper of which has a credit rating in its highest investment     
category, from each of Moody's and S&P, which in the case of S&P means A-1+,    
and, if rated by Fitch, Fitch in its highest investment category; or            

(h) any other investments as to which the Rating Agency Condition is
satisfied, PROVIDED that making such investments shall not cause the Trust to be
required to register as an investment company within the meaning of the         
Investment Company Act.                                                         

"ELIGIBLE RECEIVABLE" means a Receivable:                           

(a) that has arisen under an Eligible Account;                      

      (b) that was created in compliance with the Credit Card Guidelines and all
Requirements of Law applicable to the Credit Card Originator (or, in the case of
an Acquired Portfolio Receivable, the related Other Originator) the failure to  
comply with which would have a material adverse effect on the Noteholders, and  
pursuant to a Credit Card Agreement that complies with all Requirements of Law  
applicable to the Credit Card Originator (and, in the case of an Acquired       
Portfolio Receivable, the related Other Originator during the time prior to the 
transfer of such Acquired Portfolio Receivable to the Credit Card Originator),  
the failure to comply with which would have a material adverse effect on the    
Noteholders;                                                                    

(c) with respect to which all consents, licenses, approvals or      
authorizations of, or registrations with, any Governmental Authority required to
be obtained or made by the Credit Card Originator (and, in the case of an       
Acquired Portfolio Receivable, the related Other Originator with respect to such
actions prior to the transfer of such Acquired Portfolio Receivable to the      
Credit Card Originator) in connection with the creation of such Receivable or   
the execution, delivery and performance by the Credit Card Originator (and, in  
the case of an Acquired Portfolio Receivable, the related Other Originator with 
respect to such actions prior to the transfer of such Acquired Portfolio        
Receivable to the Credit Card Originator) of the related Credit Card Agreement, 
have been duly obtained or made and are in full force and effect as of the date 
of creation of such Receivable, but failure to comply with this clause (c) shall
not cause a Receivable not to be an Eligible Receivable if, and to the extent   
that, the failure to so obtain or make any such consent, license, approval,     
authorization or registration would not have a material adverse effect on the   
Noteholders;                                                                    

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  (d) as to which, at the time of its transfer to the Receivables Trust,
Transferor or the Receivables Trust will have good and marketable title free and
clear of all Liens (other than any Lien permitted by SECTION 2.5(b) of the      
Transfer and Servicing Agreement);                                              

    (e) that is the subject of a valid transfer and assignment (or the grant
of a security interest) from Transferor to the Trust of all Transferor's right, 
title and interest therein;                                                     

      (f) that at and after the time of transfer to the Receivables Trust is the
legal, valid and binding payment obligation of the Obligor thereof, legally     
enforceable against such Obligor in accordance with its terms, except as        
enforceability may be limited by applicable Debtor Relief Laws, and by general  
principles of equity (whether considered in a suit at law or in equity);        

(g) that constitutes an account;                                    

  (h) as to which, at the time of its transfer to the Receivables Trust,
Transferor has not taken any action which, or failed to take any action the     
omission of which, would, at the time of transfer to the Receivables Trust,     
impair the rights therein of the Receivables Trust or the Holders;              

   (i) that, at the time of its transfer to the Receivables Trust, has not
been waived or modified except as permitted in accordance with SECTION 3.3(h) of
the Transfer and Servicing Agreement or the corresponding section of the Pooling
and Servicing Agreement;                                                        

     (j) that, at the time of its transfer to the Trust, is not subject to any
right of rescission, setoff, counterclaim or any other defense of the Obligor   
(including the defense of usury), other than defenses arising out of Debtor     
Relief Laws and except as such enforceability may be limited by general         
principles of equity (whether considered in a suit at law or equity) or as to   
which Servicer makes an adjustment pursuant to SECTION 3.9; and                 

      (k) as to which, at the time of its transfer to the Receivables Trust, the
Transferor has satisfied all obligations to be fulfilled at the time it is      
transferred to the Receivables Trust.                                           

      "ELIGIBLE SERVICER" means the Indenture Trustee, a wholly owned subsidiary
of the Indenture Trustee or an entity that, at the time of its appointment as   
Servicer: (a) is servicing a portfolio of consumer open end credit card accounts
or other consumer open end credit accounts; (b) is legally qualified and has the
capacity to service the Accounts; (c) is qualified (or licensed) to use the     
software that is then being used to service the Accounts or obtains the right to
use, or has its own, software which is adequate to perform its duties under the 
Transfer and Servicing Agreement; (d) has, in the reasonable judgment of the    
Indenture Trustee, the ability to professionally and competently service a      
portfolio of similar accounts; and (e) has a net worth of at least $50,000,000  
as of the end of its most recent fiscal quarter.                                

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      "ENHANCEMENT" means the rights and benefits provided to the Noteholders of
any Series or Class pursuant to any letter of credit, surety bond, cash         
collateral account, guaranty collateral invested amount, spread account,        
guaranteed rate agreement, maturity guaranty facility, tax protection agreement,
interest rate swap agreement, interest rate cap agreement or other similar      
arrangement. The subordination of any Class to another Class, or a cross support
feature which requires collections on Receivables allocated to one Series to be 
paid as principal and/or interest with respect to another Series shall be deemed
to be an Enhancement for the Class or Series benefiting from the subordination  
or cross support feature.                                                       

"ENHANCEMENT AGREEMENT" means any agreement, instrument or document 
governing any Enhancement or pursuant to which any Enhancement is issued or     
outstanding.                                                                    

"ENHANCEMENT PROVIDER" means the Person or Persons providing any    
Enhancement, other than the Noteholders of any Class which is subordinated to   
another Class.                                                                  

"ERISA" means the Employee Retirement Income Security Act of 1974.  

"EUROCLEAR OPERATOR" means Euroclear Bank S.A./N.V.                 

"EVENT OF DEFAULT" is defined in SECTION 5.2 of the Indenture.      

     "EXCESS ALLOCATION SERIES" means a Series that, pursuant to the Indenture
Supplement therefor, is entitled to receive certain excess Collections of       
Finance Charge Receivables, as more specifically set forth in such Indenture    
Supplement. If so specified in the Indenture Supplement for a Group of Series,  
such Series may be Excess Allocation Series only for the Series in such Group.  

    "EXCESS FINANCE CHARGE COLLECTIONS" means all amounts that any Indenture
Supplement designates as "Excess Finance Charge Collections."                   

"EXCESS FUNDING ACCOUNT" is defined in SECTION 8.3 of the Indenture.

"EXCHANGE ACT" means the Securities Exchange Act of 1934.           

  "EXISTING ASSETS" means (i) the Transferor Interest (as defined in the
Pooling and Servicing Agreement), (ii) the Receivables existing at the opening  
of business on the Effective Date and arising from the Accounts, (iii) all      
Related Assets with respect to such Receivables, (iv) all right, title and      
interest of RPA Seller (in its capacity as Transferor (as defined in the Pooling
and Servicing Agreement) but not as Servicer (as defined in the Pooling and     
Servicing Agreement)) under the Prior PSA and the other Transaction Documents   
(as defining in the Pooling and Servicing Agreement), including any loan        
agreements and Supplements executed in connection with any Series of Investor   
Certificates and (v) all right, title and interest of RPA Seller, in its        
capacity as Transferor under (and as defined in) the Pooling and Servicing      
Agreement to any funds on                                                       

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deposit in any Series Account (as defined in the Pooling and Servicing          
Agreement) maintained for the benefit of any Series or Class of Investor        
Certificates.                                                                   

"EXISTING PSA" is defined in the Pooling and Servicing Agreement.   

"EXPENSES" is defined in SECTION 7.2 of the Trust Agreement.        

      "FDIA" means the Federal Deposit Insurance Act, 12 U.S.C.ss. 1811 et seq.,
as supplemented, amended or otherwise modified from time to time.               

"FDIC" means the Federal Deposit Insurance Corporation.             

   "FINANCE CHARGE RECEIVABLES" means, with respect to any Monthly Period,
the sum of (a) all amounts billed to the Obligors on any Account at the         
beginning of such Monthly Period in respect of Periodic Finance Charges, (b)    
Late Fees, return check fees and any other fees that may be charged with respect
to any Account, to the extent that Servicer designates such fees to be treated  
as Finance Charge Receivables in an Officer's Certificate delivered to the      
Indenture Trustee and (c) Discount Option Receivables. Except as otherwise      
specified in any Indenture Supplement as to the related Series, Recoveries shall
be treated as Collections of Finance Charge Receivables .                       

    "FINANCE CHARGE SHORTFALLS" is defined, as to any Series, in the related
Indenture Supplement.                                                           

"FITCH" means Fitch, Inc.                                           

   "FOREIGN CLEARING AGENCY" means Clearstream and the Euroclear Operator.

      "GAAP" means generally accepted accounting principles in the United States
of America in effect from time to time.                                         

"GLOBAL NOTE" is defined in SECTION 2.16 of the Indenture.          

     "GOVERNMENTAL AUTHORITY" means the United States of America, any state or
other political subdivision thereof and any entity exercising executive,        
legislative, judicial, regulatory or administrative functions of or pertaining  
to government.                                                                  

  "GRANT" means to mortgage, pledge, bargain, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a security 
interest in and right of set-off against, deposit, set over and confirm pursuant
to this Indenture. A Grant of the Collateral or of any other agreement or       
instrument shall include all rights, powers and options (but none of the        
obligations) of the Granting party thereunder, including if available the       
immediate and continuing right to claim for, collect, receive and give receipt  
for principal and interest payments in respect of the Collateral and all other  
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other                                                        

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agreements, to exercise all rights and options, to bring Proceedings in the name
of the Granting party or otherwise and generally to do and receive anything that
the Granting party is or may be entitled to do or receive thereunder or with    
respect thereto.                                                                

      "GROUP" means, with respect to any Series, the group of Series, if any, in
which the related Indenture Supplement specifies such Series is to be included. 

"HOLDER" means a Noteholder or a Person in whose name the Transferor
Interest is registered.                                                         

      "HOLDING" means Alliance Data Systems Corporation, a Delaware corporation.

    "IDENTIFIED PORTFOLIO" means any Accounts owned from time to time by WFN
and included in the private label credit card programs of Lane Bryant, Inc.,    
Lerner New York, Inc., Express, Inc., Structure, Inc., Victoria's Secret Stores,
Inc., Victoria's Secret Catalogue, Inc., The Limited, Abercrombie & Fitch, Inc.,
Henri Bendel, Inc. and Brylane, L.P. (but limited, in the case of Brylane, L.P.,
to accounts related to the Lane Bryant, Lerner New York and Roamans catalogues).
To avoid doubt, the foregoing programs include all cards issued under the       
insignia of "Limited Fashion Group."                                            

"IN-STORE PAYMENTS" is defined in SECTION 2.1 of the Transfer and   
Servicing Agreement.                                                            

   "INDEMNIFIED PARTIES" is defined in SECTION 7.2 of the Trust Agreement.

"INDENTURE" means the Master Indenture, dated as of August 1, 2001, 
between the Issuer and the Indenture Trustee, as the same may be amended,       
supplemented or otherwise modified from time to time.                           

     "INDENTURE SUPPLEMENT" means, with respect to any Series, a supplement to
this Indenture, executed and delivered in connection with the original issuance 
of the Notes of such Series pursuant to SECTION 2.12 of the Indenture, and an   
amendment to this Indenture executed pursuant to SECTIONS 10.1 or 10.2 of the   
Indenture, and, in either case, including all amendments thereof and supplements
thereto.                                                                        

   "INDENTURE TRUSTEE" means BNY Midwest Trust Company, in its capacity as
trustee under this Indenture, its successors in interest and any successor      
indenture trustee under this Indenture.                                         

     "INDEPENDENT" means, when used with respect to any specified Person, that
the Person (a) is in fact independent of the Issuer, any other obligor upon the 
Notes, the Transferor and any Affiliate of any of the foregoing Persons, (b)    
does not have any direct financial interest or any material indirect financial  
interest in the Issuer, any such other obligor, the Transferor or any Affiliate 
of any of the foregoing Persons and (c) is not connected with the Issuer, any   
such other obligor,                                                             

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the Transferor or any Affiliate of any of the foregoing Persons as an officer,  
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.                                                              

    "INDEPENDENT CERTIFICATE" means a certificate or opinion to be delivered
to the Indenture Trustee under the circumstances described in, and otherwise    
complying with, the applicable requirements of SECTION 12.1 of the Indenture,   
made by an Independent appraiser or other expert appointed by an Issuer Order,  
and such opinion or certificate shall state that the signer has read the        
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.                                                     

"INDEPENDENT DIRECTOR" is defined in SECTION 2.5(O)(VII).           

     "INDIRECT PARTICIPANT" means other Persons such as securities brokers and
dealers, banks and trust companies that clear or maintain a custodial           
relationship with a participant of DTC, either directly or indirectly.          

     "INELIGIBLE RECEIVABLES" is defined in SECTION 2.4(d) of the Transfer and
Servicing Agreement.                                                            

"INITIAL CLOSING DATE" means August 21, 2001.                       

  "INITIAL COLLATERAL AMOUNT" with respect to any Series, shall have the
meaning specified in the related Indenture Supplement.                          

  "INSOLVENCY EVENT" means, with respect to any Person, that such person
shall consent or fail to object to the appointment of a bankruptcy trustee or   
conservator, receiver or liquidator in any bankruptcy proceeding or other       
insolvency, readjustment of debt, marshalling of assets and liabilities or      
similar proceedings of or relating to such Person or relating to all or         
substantially all of such Person's property, or the commencement of an action   
seeking a decree or order of a court or agency or supervisory authority having  
jurisdiction in the premises for the appointment of a bankruptcy trustee or     
conservator, receiver or liquidator in any insolvency, readjustment of debt,    
marshalling of assets and liabilities or similar proceedings, or for the        
winding-up, insolvency, bankruptcy, reorganization, conservatorship,            
receivership or liquidation of such entity's affairs, or notwithstanding an     
objection by such Person any such action shall have remained undischarged or    
unstayed for a period of sixty (60) days or upon entry of any order or decree   
providing for such relief; or such Person shall admit in writing its inability  
to pay its debts generally as they become due, file, or consent or fail to      
object (or object without dismissal of any such filing within sixty (60) days of
such filing) to the filing of, a petition to take advantage of any applicable   
bankruptcy, insolvency or reorganization, receivership or conservatorship       
statute, make an assignment for the benefit of its creditors or voluntarily     
suspend payment of its obligations.                                             

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    "INSURANCE PROCEEDS" means any amounts recovered by Servicer pursuant to
any credit insurance policies covering any Obligor with respect to Receivables  
under such Obligor's Account.                                                   

   "INTEREST PAYMENT DATE" is defined in SECTION 3.1(C) of the Receivables
Purchase Agreement.                                                             

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940.  

     "INVESTOR CERTIFICATE" is defined in the Pooling and Servicing Agreement.

"INVESTOR HOLDER" is defined in the Pooling and Servicing Agreement.

  "INVOLUNTARY REMOVAL" is defined in SECTION 2.7(A) of the Transfer and
Servicing Agreement.                                                            

     "ISSUER" means the World Financial Network Credit Card Master Note Trust,
which is established by the Trust Agreement.                                    

"ISSUER ORDER" and "ISSUER REQUEST" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and      
delivered to the Indenture Trustee.                                             

"LATE FEES" means the fees specified in the Credit Card Agreement   
applicable to each Account for late fees with respect to such Account.          

"LIEN" means any mortgage, deed of trust, pledge, hypothecation,    
assignment, participation or equity interest, deposit arrangement, encumbrance, 
lien (statutory or other), preference, priority or other security agreement or  
preferential arrangement of any kind or nature whatsoever, including any        
conditional sale or other title retention agreement, excluding any lien or      
filing pursuant to the Indenture; provided that any assignment or transfer      
pursuant to SECTION 3.4 of the Trust Agreement or SECTION 7.2 OF THE TRANSFER   
AND SERVICING AGREEMENT SHALL NOT CONSTITUTE A LIEN.                            

     "MAJORITY HOLDERS" means the Holders of Notes evidencing more than 50% of
the Outstanding Amount.                                                         

"MERCHANT" means each of (a) Bath & Body Works, Inc., Brylane, L.P.,
Cacique, Inc., Lane Bryant, Inc., Lerner New York, Inc., Express, Inc.,         
Structure, Inc., Victoria's Secret Stores, Inc., Victoria's Secret Catalogue,   
Inc., The Limited Stores, Inc., Limited Too, Inc., Abercrombie & Fitch, Inc.,   
and Henri Bendel, Inc. and (b) any other Person that operates retail            
establishments at which, or a catalogue sales business in which, goods or       
services may be purchased under an Account.                                     

      "MERCHANT ADJUSTMENT PAYMENT" is defined in SECTION 3.2 of the Receivables
Purchase Agreement.                                                             

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   "MINIMUM TRANSFEROR AMOUNT" means, as of any date of determination, the
sum of (a) the product of (i) the Aggregate Principal Receivables and (ii) the  
Required Retained Transferor Percentage plus (b) any additional amounts         
specified in the Indenture Supplement for any outstanding Series.               

"MONTHLY PERIOD" means as to each Distribution Date, the immediately
preceding calendar month, unless otherwise defined in any Indenture Supplement. 

"MOODY'S" means Moody's Investors Service, Inc.                     

     "NEW DISCOUNT OPTION RECEIVABLES" means, as of any date of determination,
the product of the Discount Percentage and the amount of Principal Receivables  
(before subtracting Finance Charge Receivables which are Discount Option        
Receivables) arising on such date of determination.                             

"NEW ISSUANCE" is defined in SECTION 2.12(a) of the Indenture.      

"NOTE" means one of the Notes issued by the Issuer pursuant to the  
Indenture and an Indenture Supplement, substantially in the form attached to the
related Indenture Supplement.                                                   

      "NOTE INTEREST RATE" means, as of any particular date of determination and
with respect to any Series or Class, the interest rate as of such date specified
therefor in the related Indenture Supplement.                                   

    "NOTE OWNER" means, with respect to a Book-Entry Note, the Person who is
the owner of such Book-Entry Note, as reflected on the books of the Clearing    
Agency, or on the books of a Person maintaining an account with such Clearing   
Agency (directly as a Clearing Agency Participant or as an Indirect Participant,
in accordance with the rules of such Clearing Agency).                          

      "NOTE PRINCIPAL BALANCE" means, as of any particular date of determination
and with respect to any Series or Class, the amount specified in the related    
Indenture Supplement.                                                           

"NOTE REGISTER" is defined in SECTION 2.5 of the Indenture.         

     "NOTE TRUST" means World Financial Network Credit Card Master Note Trust.

   "NOTEHOLDER" means the Person in whose name a Note is registered on the
Note Register and, if applicable, the holder of any Global Note, or Coupon, as  
the case may be, or such other Person deemed to be a "Noteholder" or "Holder" in
any related Indenture Supplement.                                               

    "NOTEHOLDER SERVICING FEE" is defined in SECTION 3.2 of the Transfer and
Servicing Agreement.                                                            

  "NOTES" means all Series of Notes issued by the Issuer pursuant to the
Indenture and the applicable Indenture Supplements.                             

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    "NOTICE DATE" is defined in SECTION 2.6(d) of the Transfer and Servicing
Agreement.                                                                      

"NOTICES" is defined in SECTION 9.4(a) of the Transfer and Servicing
Agreement.                                                                      

  "OBLIGOR" means, as to any Account, the Person or Persons obligated to
make payments on such Account, including any guarantor.                         

  "OFFICER'S CERTIFICATE" means a certificate delivered to the Indenture
Trustee or Owner Trustee signed by the Chairman of the Board, President, any    
Vice President or the Treasurer or any Assistant Treasurer of Transferor or     
Servicer, as the case may be.                                                   

"OPINION OF COUNSEL" means a written opinion of counsel, who may be 
counsel for, or an employee of, the Person providing the opinion.               

"ORIGINAL TRUST AGREEMENT" is defined in the RECITALS TO THE TRUST  
AGREEMENT.                                                                      

"OTHER ASSETS" is defined in SECTION 12.17 of the Indenture.        

     "OTHER ORIGINATOR" means any Person from which the Credit Card Originator
acquires a portfolio of credit card accounts any or all of which are            
subsequently designated as Additional Accounts.                                 

"OUTSTANDING" means, as of the date of determination, all Notes     
theretofore authenticated and delivered under this Indenture except:            

    (i) Notes theretofore canceled by the Note Registrar or delivered to the
Note Registrar for cancellation;                                                

(ii) Notes or portions thereof the payment for which money in the   
necessary amount has been theretofore deposited with the Indenture Trustee or   
any Paying Agent in trust for the Holders of such Notes (PROVIDED, HOWEVER, that
if such Notes are to be redeemed, notice of such redemption has been duly given 
pursuant to the Indenture or provision therefor, satisfactory to the Indenture  
Trustee, has been made); and                                                    

 (iii) Notes in exchange for or in lieu of other Notes which have been
authenticated and delivered pursuant to the Indenture unless proof satisfactory 
to the Indenture Trustee is presented that any such Notes are held by a         
protected purchaser;                                                            

PROVIDED that in determining whether the Holders of Notes representing the      
requisite Outstanding Notes have given any request, demand, authorization,      
direction, notice, consent or waiver hereunder, Notes owned by the Issuer, any  
other obligor upon the Notes, the Transferor, the Servicer or any Affiliate of  
any of the foregoing Persons shall be disregarded and deemed not to be          
Outstanding, except that, in determining whether the Indenture Trustee shall be 
protected in                                                                    

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relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Notes that a Responsible Officer of the Indenture Trustee       
actually knows to be so owned shall be so disregarded. Notes so owned that have 
been pledged in good faith may be regarded as Outstanding if the pledgee        
establishes to the satisfaction of the Indenture Trustee the pledgee's right so 
to act with respect to such Notes and that the pledgee is not the Issuer, any   
other obligor upon the Notes, the Transferor, the Servicer or any Affiliate of  
any of the foregoing Persons. In making any such determination, the Indenture   
Trustee may conclusively rely on the representations of the pledgee and shall   
not be required to undertake any independent investigation.                     

  "OUTSTANDING AMOUNT" means the aggregate principal amount of all Notes
Outstanding at the date of determination.                                       

     "OWNER TRUSTEE" means Chase Manhattan Bank USA, National Association, not
in its individual capacity but solely in its capacity as owner trustee under the
Trust Agreement, its successors in interest and any successor owner trustee     
under the Trust Agreement.                                                      

      "PARTICIPATION INTERESTS" is defined in SECTION 2.6(b) of the Transfer and
Servicing Agreement.                                                            

      "PAYING AGENT" means any paying agent appointed pursuant to SECTION 2.8 of
the Indenture and shall initially be the Indenture Trustee; PROVIDED that if the
Indenture Supplement for a Series so provides, a separate or additional Paying  
Agent may be appointed with respect to such Series.                             

     "PERFECTION REPRESENTATIONS AND WARRANTIES" means the representations and
warranties set forth below:                                                     

       GENERAL. The Specified Agreement creates a valid and continuing
security interest (as defined in the applicable UCC) in the Receivables and the 
proceeds thereof in favor of the Secured Party, which, (a) in the case of       
existing Receivables and the proceeds thereof, is enforceable upon execution of 
the Specified Agreement against creditors of and purchasers from Debtor, or with
respect to then existing Receivables in Additional Accounts, as of the          
applicable Addition Date, and which will be enforceable with respect to         
Receivables hereafter and thereafter created and the proceeds thereof upon such 
creation, in each case as such enforceability may be limited by applicable      
Debtor Relief Laws, now or hereafter in effect, and by general principles of    
equity (whether considered in a suit at law or in equity) and (b) upon filing of
the financing statements described in CLAUSE 4 below and, in the case of        
Receivables hereafter created, upon the creation thereof, will be prior to all  
other Liens (other than Liens permitted pursuant to CLAUSE 3 below).            

            GENERAL. The Receivables constitute "accounts" within the meaning of
UCC Section 9-102.                                                              

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        CREATION. Immediately prior to the conveyance of the Receivables
pursuant to the Specified Agreement, Debtor owns and has good and marketable    
title to, or has a valid security interest in, the Receivables free and clear of
any Lien, claim or encumbrance of any Person; provided that nothing in this     
CLAUSE 3 shall prevent or be deemed to prohibit Debtor from suffering to exist  
upon any of the Receivables any Liens for any taxes if such taxes shall not at  
the time be due and payable or if Transferor or RPA Seller, as applicable, shall
currently be contesting the validity thereof in good faith by appropriate       
proceedings and shall have set aside on its books adequate reserves with respect
thereto.                                                                        

          PERFECTION. Debtor has caused or will have caused, within ten days
of the Initial Closing Date, the filing of all appropriate financing statements 
in the proper filing office in the appropriate jurisdictions under applicable   
law in order to perfect the security interest granted to the Secured Party under
the Specified Agreement in the Receivables arising in the Initial Accounts and  
Automatic Additional Accounts included in the Identified Portfolio, and (if any 
additional filing is so necessary) within 10 days of the applicable Addition    
Date, in the case of such Receivables arising in Supplemental Accounts and      
related Automatic Additional Accounts.                                          

         PRIORITY. Other than the security interest granted to the Secured
Party pursuant to the Specified Agreement, Debtor has not pledged, assigned,    
sold, granted a security interest in, or otherwise conveyed any of the          
Receivables. Debtor has not authorized the filing of and is not aware of any    
financing statements against Debtor that include a description of collateral    
covering the Receivables other than any financing statement (i) relating to the 
security interest granted to Secured Party under the Specified Agreement, (ii)  
that has been terminated, or (iii) that has been granted pursuant to the terms  
of the Transaction Documents.                                                   

 "PERIODIC FINANCE CHARGES" means any finance charges (due to periodic
rate) applicable to any Account.                                                

"PERMITTED ASSIGNEE" means any Person who, if it were to purchase   
Receivables (or interests therein) in connection with a sale thereof pursuant to
SECTIONS 5.5(a) and 5.16 of the Indenture, would not cause the Issuer to be     
taxable as a publicly traded partnership for federal income tax purposes.       

   "PERSON" means any legal person, including any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock 
company, trust, unincorporated organization, governmental entity or other entity
of similar nature.                                                              

   "POOLING AND SERVICING AGREEMENT" means the Second Amended and Restated
Pooling and Servicing Agreement, dated as of January 17, 1996, amended and      
restated as of September 17, 1999 and amended and restated a second time as of  
August 1, 2001, among WFN Credit Company, LLC, as Transferor, WFN, as Servicer, 
and BNY Midwest Trust Company, successor to                                     

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the corporate trust administration of Harris Trust and Savings Bank, successor  
to The Bank of New York.                                                        

   "PORTFOLIO REASSIGNMENT PRICE" means the amount payable by Purchaser to
the Receivables Trust Trustee pursuant to SECTION 2.6 of the Pooling and        
Servicing Agreement or SECTION 2.4(f) of the Transfer and Servicing Agreement   
with respect to Receivables previously sold pursuant to the Receivables Purchase
Agreement.                                                                      

    "PORTFOLIO YIELD" is defined, as to any Series, in the related Indenture
Supplement.                                                                     

  "PRINCIPAL RECEIVABLE" means all Receivables other than Finance Charge
Receivables. In calculating the aggregate amount of Principal Receivables on any
day, the amount of Principal Receivables shall not include Defaulted Receivables
and shall be reduced by the aggregate amount of credit balances in the Accounts 
on such day.                                                                    

     "PRINCIPAL SHARING SERIES" means a Series that, pursuant to the Indenture
Supplement therefor, is entitled to receive Shared Principal Collections.       

"PRINCIPAL SHORTFALLS" is defined, as to any Series, in the related 
Indenture Supplement.                                                           

"PRINCIPAL TERMS" means, with respect to any Series, (a) the name or
designation; (b) the initial principal amount (or method for calculating such   
amount) and the Collateral Amount; (c) the Note Interest Rate for each Class of 
Notes of such Series (or method for the determination thereof); (d) the payment 
date or dates and the date or dates from which interest shall accrue; (e) the   
method for allocating Collections to Holders of such Series; (f) the designation
of any Series Accounts and the terms governing the operation of any such Series 
Accounts; (g) the Series Servicing Fee Percentage; (h) the terms of any form of 
Enhancement with respect thereto; (i) the terms on which the Notes of such      
Series may be exchanged for Notes of another Series, repurchased by the         
Transferor or remarketed to other investors; (j) the Series Termination Date;   
(k) the number of Classes of Notes of such Series and, if more than one Class,  
the rights and priorities of each such Class; (l) the extent to which the Notes 
of such Series will be issuable in temporary or permanent global form (and, in  
such case, the depositary for such global note or notes, the terms and          
conditions, if any, upon which such global note or notes may be exchanged, in   
whole or in part, for Definitive Notes, and the manner in which any interest    
payable on a temporary or global note will be paid); (m) whether the Notes of   
such Series may be issued in bearer form and any limitations imposed thereon;   
(n) the priority of such Series with respect to any other Series; (o) whether   
such Series will be part of a Group; (p) whether such Series will be a Principal
Sharing Series; (q) whether such Series will be an Excess Allocation Series; (r)
the Distribution Date; (s) the legal final maturity date on which the rights of 
the Noteholders of such Series to receive payments from the Issuer will         
terminate, which shall not be later than the Scheduled Trust Termination Date;  
and (t) whether such Series will or may act as                                  

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a paired series with another existing Series and the Series, with which it will 
be paired, if applicable.                                                       

     "PROCEEDING" means any suit in equity, action at law or other judicial or
administrative proceeding.                                                      

     "PURCHASE PRICE" is defined in SECTION 3.1(a) of the Receivables Purchase
Agreement.                                                                      

"PURCHASER" means WFN Credit Company, LLC, as purchaser, under the  
Receivables Purchase Agreement.                                                 

      "PURCHASER TANGIBLE EQUITY" means, at any date of determination, an amount
equal to:                                                                       

(a) the Transferor Amount, PLUS                                     

  (b) the aggregate amount on deposit in all cash collateral accounts or
spread accounts established for the benefit of any Series or Class of Notes or  
any series or class of Investor Certificates; MINUS                             

(c) the outstanding balance of the Subordinated Note; PLUS          

      (d) the "Purchaser Tangible Equity" or other similar amounts for any other
transactions to which the Purchaser is a party.                                 

    "RATING AGENCY" means, as to each Series, the rating agency or agencies,
if any, specified in the related Indenture Supplement.                          

  "RATING AGENCY CONDITION" means, with respect to any action, that each
Rating Agency, if any, shall have notified Transferor, Servicer and the         
Indenture Trustee in writing that such action will not result in a reduction or 
withdrawal of the rating, if any, of any outstanding Series or Class with       
respect to which it is a Rating Agency.                                         

     "REASSIGNMENT" is defined in SECTION 2.7(A) of the Transfer and Servicing
Agreement.                                                                      

     "RECEIVABLE" means any amount owing from time to time by an Obligor under
an Account, including amounts owing for purchases of goods and services and cash
advances, and amounts payable as Finance Charge Receivables. A Receivable shall 
be deemed to have been created at the end of the day on the Date of Processing  
of such Receivable. Receivables which become Defaulted Receivables shall not be 
shown on Servicer's records as amounts payable (and shall cease to be included  
as Receivables) on the day on which they become Defaulted Receivables.          

     "RECEIVABLES PURCHASE AGREEMENT" means the Receivables Purchase Agreement
dated as of August 1, 2001, between WFN, as Seller, and WFN Credit Company, LLC,
as purchaser.                                                                   

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    "RECEIVABLES TRUST" means (a) prior to the Certificate Trust Termination
Date, the Certificate Trust and (b) on and after the Certificate Trust          
Termination Date, the Issuer.                                                   

"RECEIVABLES TRUST TRUSTEE" means (a) prior to the Certificate Trust
Termination Date, the Certificate Trust Trustee and (b) after the Certificate   
Trust Termination Date, the Indenture Trustee.                                  

"RECORD DATE" means, with respect to any Distribution Date, the last
Business Day of the calendar month immediately preceding such Distribution Date 
unless otherwise specified for a Series in the related Indenture Supplement.    

   "RECOVERIES" means (a) all amounts received by Servicer with respect to
Principal Receivables that have previously become Defaulted Receivables and with
respect to Finance Charge Receivables that have been charged off as             
uncollectible (including Insurance Proceeds) and (b) proceeds of any collateral 
securing any Receivable, in each case less related collection expenses.         

  "REDEMPTION DATE" means, with respect to any Series, the date or dates
specified in the related Indenture Supplement.                                  

"REGISTERED NOTES" is defined in SECTION 2.1 of the Indenture.      

     "RELATED ASSETS" means, with respect to any Receivable, all monies due or
to become due with respect thereto, all Collections, all Recoveries, all        
Insurance Proceeds, all rights, remedies, powers and privileges with respect to 
such Receivables, and all proceeds of the foregoing, and without limiting the   
generality of the foregoing, all of the RPA Seller's rights to receive In-Store 
Payments, and all proceeds of such rights.                                      

     "REMOVAL DATE" is defined in SECTION 2.7(a) of the Transfer and Servicing
Agreement.                                                                      

  "REMOVAL NOTICE DATE" is defined in SECTION 2.7(a) of the Transfer and
Servicing Agreement.                                                            

"REMOVED ACCOUNTS" is defined in SECTION 2.7(a) of the Transfer and 
Servicing Agreement.                                                            

    "REQUIRED PRINCIPAL BALANCE" means, as of any date of determination, the
sum of the numerators used at such date to calculate the Allocation Percentages 
with respect to Principal Receivables for all Series outstanding on such date,  
less the amount on deposit in the Excess Funding Account as of the date of      
determination.                                                                  

     "REQUIRED PURCHASER TANGIBLE EQUITY" means, at any date of determination,
the sum of:                                                                     

(a) the product of (i) the Transferor Amount, multiplied by (ii) the
higher of (A) 3% and (B) the highest required enhancement percentage then in    
effect for                                                                      

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any outstanding Class of Notes or Investor Certificates that was rated BBB (or  
an equivalent rating) by any of Moody's, S&P or Fitch at the time of its        
issuance, which shall be calculated as the quotient (expressed as a percentage) 
of (x) the amount of Enhancement (including any cash collateral account, the    
subordination of other Classes of Notes or the subordination of other interests 
in the Receivables) that is available or junior to such Class in covering       
Defaulted Receivables allocated to the related Series, divided by (y) the       
Initial Collateral Amount for the Series of Notes or Investor Certificates of   
which such Class is a part; PLUS                                                

  (b) the aggregate amount on deposit in all cash collateral accounts or
spread accounts established for the benefit of any Series or Class of Notes or  
any series or class of Investor Certificates aggregate amount of Principal      
Receivables on such date, PLUS                                                  

     (c) the "Required Purchaser Tangible Equity" or other similar amounts for
any other transactions to which the Purchaser is a party.                       

"REQUIRED RETAINED TRANSFEROR PERCENTAGE" means, as of any date of  
determination, 4% or, if less, the highest of the Required Retained Transferor  
Percentages specified in the Indenture Supplements for all outstanding Series.  

"REQUIREMENTS OF LAW" means, as to any Person, the certificate of   
incorporation or articles of association and by-laws or other organizational or 
governing documents of such Person, and any law, treaty, rule or regulation, or 
determination of an arbitrator or Governmental Authority, in each case          
applicable to or binding upon such Person or to which such Person is subject,   
whether Federal, state or local.                                                

    "RESPONSIBLE OFFICER" means, with respect to the Issuer, the Chairman or
any Vice Chairman of the Board of Directors or Trustees of the Administrator;   
the Chairman or Vice Chairman of the Executive or Standing Committee of the     
Board of Directors or Trustees of the Administrator; and the President, any     
Executive Vice President, Senior Vice President, Vice President, any Assistant  
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any      
Assistant Treasurer, the Cashier, any Assistant or Deputy Cashier, the          
Controller and any Assistant Controller or any other officer of the             
Administrator customarily performing functions similar to those performed by any
of the above-designated officers. With respect to the Indenture Trustee, the    
term "Responsible Officer" means any officer assigned to the Corporate Trust    
Office, including any vice president, assistant vice president, assistant       
treasurer, or any other officer of the Indenture Trustee customarily performing 
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of the applicable           
Transaction Documents, and also, with respect to a particular matter, any other 
officer, to whom such matter is referred because of such officer's knowledge of 
and familiarity with the particular subject. With respect to the Owner Trustee, 
the term "Responsible Officer" means any officer within the Corporate Trust     
Office of the Owner Trustee with direct responsibility for the administration of
the Trust, or any other officer to whom such matter is                          

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referred because of such officer's knowledge of and familiarity with the        
particular subject. The term "Responsible Officer", when used herein with       
respect to any Person other than the Issuer, the Indenture Trustee or the Owner 
Trustee, means an officer or employee of such Person corresponding to any       
officer or employee described in the preceding sentence.                        

     "RESTART DATE" is defined in SECTION 2.6(a) of the Transfer and Servicing
Agreement.                                                                      

      "RPA SELLER" means World Financial Network National Bank, as Seller, under
the Receivables Purchase Agreement.                                             

     "RULE 144A" means Rule 144A under the Securities Act, as such Rule may be
amended from time to time.                                                      

   "S&P" or "STANDARD & POOR'S" means Standard & Poor's Ratings Service, a
division of the McGraw Hill Companies, Inc.                                     

    "SECURED PARTY" means the party designated in the Specified Agreement as
the "Secured Party" for purposes of the Perfection Representations and          
Warranties.                                                                     

"SECURITIES ACT" means the Securities Act of 1933.                  

 "SERIES" means any series of Notes, which may include within any such
Series a Class or Classes of Notes subordinate to another such Class or Classes 
of Notes.                                                                       

"SERIES ACCOUNT" means any deposit, trust, escrow or similar account
maintained for the benefit of the Noteholders of any Series or Class, as        
specified in any Indenture Supplement.                                          

  "SERIES SERVICING FEE PERCENTAGE" is defined, as to any Series, in the
related Indenture Supplement.                                                   

"SERIES TERMINATION DATE" means, with respect to any Series, the    
termination date for such Series specified in the related Indenture Supplement. 

      "SERVICE TRANSFER" is defined in SECTION 7.1 of the Transfer and Servicing
Agreement.                                                                      

      "SERVICER" means WFN, in its capacity as Servicer pursuant to the Transfer
and Servicing Agreement, and, after any Service Transfer, the Successor         
Servicer.                                                                       

      "SERVICER DEFAULT" is defined in SECTION 7.1 of the Transfer and Servicing
Agreement.                                                                      

   "SERVICING FEE" means, as to any Series, the servicing fee specified in
SECTION 3.2 of the Transfer and Servicing Agreement.                            

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"SERVICING OFFICER" means any officer of Servicer involved in, or   
responsible for, the administration and servicing of the Receivables whose name 
appears on a list of servicing officers furnished to Indenture Trustee by       
Servicer, as such list may from time to time be amended.                        

"SETTLEMENT STATEMENT" is defined in SECTION 3.3 of the Receivables 
Purchase Agreement.                                                             

"SHARED PRINCIPAL COLLECTIONS" means all amounts that any Indenture 
Supplement designates as "Shared Principal Collections."                        

"SPECIFIED AGREEMENT" means the agreement specified in a Transaction
Document as the "Specified Agreement" for purposes of the Perfection            
Representations and Warranties.                                                 

   "SPECIFIED TRANSFEROR AMOUNT" means, as of any date of determination, 0
or, if more, the highest amount identified as the "Specified Transferor Amount" 
in the Indenture Supplement for any outstanding Series.                         

      "SUBORDINATED NOTE" shall mean a note substantially in the form of EXHIBIT
B to the Receivables Purchase Agreement evidencing borrowings made by Purchaser 
from RPA Seller pursuant to the Receivables Purchase Agreement.                 

 "SUBORDINATED NOTE MATURITY DATE" is defined in SECTION 3.1(c) of the
Receivables Purchase Agreement.                                                 

    "SUBORDINATED NOTE RATE" is defined in SECTION 3.1(c) of the Receivables
Purchase Agreement.                                                             

 "SUCCESSOR SERVICER" is defined in SECTION 7.2(a) of the Transfer and
Servicing Agreement.                                                            

   "SUPPLEMENTAL ACCOUNT" is defined in SECTION 2.6(b) of the Transfer and
Servicing Agreement.                                                            

     "SUPPLEMENTAL CONVEYANCE" is defined in SECTION 2.2(e) of the Receivables
Purchase Agreement.                                                             

     "SUPPLEMENTAL INTEREST" is defined in SECTION 3.4 of the Trust Agreement.

"SURVIVING PERSON" is defined in SECTION 3.10(a) of the Indenture.  

     "TAX OPINION" means, with respect to any action, an Opinion of Counsel to
the effect that, for Federal income tax purposes, (a) such action will not      
adversely affect the tax characterization as debt of Notes of any outstanding   
Series or Class with respect to which an Opinion of Counsel was delivered at the
time of their issuance that such Notes would be characterized as debt, (b) such 
actions will not cause the Trust to be classified, for federal income tax       
purposes, as an association (or publicly traded partnership) taxable as a       
corporation and                                                                 

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(c) such action will not cause or constitute an event in which gain or loss     
would be recognized by any Noteholder.                                          

"TERMINATION NOTICE" is defined in SECTION 7.1 of the Transfer and  
Servicing Agreement.                                                            

"THE LIMITED" means The Limited, Inc., a Delaware corporation.      

      "TRANSACTION DOCUMENTS" means the Master Indenture, Indenture Supplements,
Transfer and Servicing Agreement, Receivables Purchase Agreement, Trust         
Agreement, Administration Agreement, and, until the Certificate Trust           
Termination Date, the Pooling and Servicing Agreement and the Collateral Series 
Supplement, and any other documents related to this transaction.                

      "TRANSFER AGENT AND REGISTRAR" is defined in SECTION 2.5 of the Indenture.

     "TRANSFER AGREEMENT" means (a) prior to the Certificate Trust Termination
Date, the Pooling and Servicing Agreement and (b) after the Certificate Trust   
Termination Date, the Transfer and Servicing Agreement.                         

"TRANSFER AND SERVICING AGREEMENT" means the Transfer and Servicing 
Agreement, dated as of August 1, 2001, between the Transferor, the Servicer and 
the Issuer as the same may be amended, supplemented or otherwise modified from  
time to time.                                                                   

"TRANSFER DATE" means the Business Day immediately preceding each   
Distribution Date.                                                              

    "TRANSFEROR" means WFN Credit Company, LLC, a Delaware limited liability
company, and additional transferors, if any, designated in accordance with      
SECTION 2.11 of the Transfer and Servicing Agreement.                           

      "TRANSFEROR AMOUNT" means, on any date of determination, the result of (a)
the aggregate amount of Principal Receivables on such day, plus the principal   
amount on deposit in the Excess Funding Account on such day, minus (b) the sum  
of the Collateral Amounts with respect to all Series then outstanding plus (c)  
the principal amount on deposit in the Principal Accounts (as defined in the    
various Indenture Supplements) for each Series, to the extent not deducted in   
calculating the Collateral Amount for the related Series.                       

     "TRANSFEROR INTEREST" means the interest of the Transferor or its assigns
in the Issuer and the Receivables, which entitles the Transferor or its assigns 
to receive the various amounts specified in the Transaction Documents to be paid
or transferred to the Holder(s) of the Transferor Interest.                     

     "TRANSFEROR PERCENTAGE" means as to Finance Charge Receivables, Defaulted
Receivables and Principal Receivables, 100% less the sum of the applicable      
Allocation Percentages for all outstanding Series.                              

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   "TRANSFEROR RETAINED NOTE" means any Note in any Class of Notes that is
designated as a "Transferor Retained Class" in any Indenture Supplement.        

"TRANSFERRED ACCOUNT" is defined in the definition of "Account."    

    "TRUST" means the World Financial Network Credit Card Master Note Trust.

     "TRUST AGREEMENT" means the Amended and Restated Trust Agreement relating
to the Trust, dated as of August 1, 2001, between the Transferor and the Owner  
Trustee, as the same may be amended, supplemented or otherwise modified from    
time to time.                                                                   

  "TRUST ASSETS" is defined in SECTION 2.1 of the Transfer and Servicing
Agreement.                                                                      

     "TRUST EARLY AMORTIZATION EVENT" is defined, with respect to each Series,
in SECTION 5.1 of the Indenture.                                                

      "TRUST ESTATE" means all right, title and interest of the Issuer in and to
the property and rights assigned to the Issuer pursuant to SECTION 2.5 of the   
Trust Agreement and SECTION 2.1 of the Transfer and Servicing Agreement, all    
monies, investment property, instruments and other property on deposit from time
to time in the Collection Account, the Series Accounts and the Excess Funding   
Account and all other property of the Issuer from time to time, including any   
rights of the Owner Trustee and the Issuer pursuant to the Transaction          
Documents.                                                                      

 "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939.

      "TRUST TERMINATION DATE" is defined in SECTION 8.1 of the Trust Agreement.

      "UCC" means the Uniform Commercial Code, as in effect in the State of Ohio
and in any other State where the filing of a financing statement is required to 
perfect Transferor's or the Trust's interest in the Receivables and the proceeds
thereof or in any other specified jurisdiction.                                 

    "UNITED STATES" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas 
subject to its jurisdiction.                                                    

"VARIABLE INTEREST" means any Note that is designated as a variable 
funding note in the related Indenture Supplement.                               

    "WELSH, CARSON, ANDERSON & STOWE PARTNERSHIPS" means each Welsh, Carson,
Anderson & Stowe limited partnership, as now constituted or as the same may be  
constituted in the future and any partner, partnership or affiliate of any of   
them.                                                                           

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 "WFN" means World Financial Network National Bank, a national banking
association.                                                                    

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Schedule 1

PERFECTION REPRESENTATIONS, WARRANTIES
 AND COVENANTS

      (a) In addition to the representations, warranties and covenants contained
in the Indenture, the Issuer hereby represents, warrants and covenants to the   
Indenture Trustee as follows as of the Initial Closing Date:                    

          (1) The Indenture creates a valid and continuing security interest
    (as defined in the applicable Uniform Commercial Code) in the Collateral
     Certificate in favor of the Indenture Trustee, which security interest is
     prior to all other Liens, and is enforceable as such against creditors of
and purchasers from Issuer.                                         

     (2) The Collateral Certificate constitutes an "instrument," a
   "general intangible" or a "certificated security" within the meaning of
the applicable Uniform Commercial Code.                             

           (3) Issuer owns and has good and marketable title to the Collateral
Certificate free and clear of any Lien, claim or encumbrance of any 
      Person; PROVIDED that nothing in this PARAGRAPH (a)(3) shall prevent or be
deemed to prohibit Issuer from suffering to exist upon any of the   
      Receivables any Liens for any taxes if such taxes shall not at the time be
   due and payable or if WFN, Transferor, Seller or Issuer, as applicable,
shall currently be contesting the validity thereof in good faith by 
  appropriate proceedings and shall have set aside on its books adequate
reserves with respect thereto.                                      

           (4) There are no consents or approvals required by the terms of the
      Collateral Certificate for the pledge of the Collateral Certificate to the
Indenture Trustee pursuant to the Indenture.                        

            (5) Issuer (or the Administrator on behalf of the Issuer) has caused
   the filing of all appropriate financing statements in the proper filing
    office in the appropriate jurisdictions under applicable law in order to
    perfect the security interest granted to the Indenture Trustee under the
Indenture in the Collateral Certificate.                            

         (6) There is only one executed copy of the Collateral Certificate
     and such copy has been delivered to the Indenture Trustee. The Collateral
Certificate is registered in the name of the Indenture Trustee, upon
    original issue or registration of transfer by the Issuer. The Collateral
    Certificate does not have any marks or notations upon it indicating that
   it has been pledged, assigned or otherwise conveyed to any Person other
than the Indenture Trustee.                                         

            (7) Other than the pledge of the Collateral Certificate to Indenture
      Trustee pursuant to the Indenture, Issuer has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed the Collateral
    Certificate. Issuer has not authorized the filing of and is not aware of
 any financing statements against Issuer that include a description of
    collateral covering the Collateral Certificate, except for the financing

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 statement filed pursuant to the Indenture. Issuer is not aware of any
judgment or tax lien filings against Issuer.                        

           (8) The Collateral Certificate does not have any marks or notations
      indicating that it has been pledged, assigned or otherwise conveyed to any
Person other than the Indenture Trustee.                            

     (9) Notwithstanding any other provision of the Indenture, the
representations and warranties set forth in this SCHEDULE 1 shall be
   continuing, and remain in full force and effect, until such time as the
Collateral Certificate is retired.                                  

     (b) Indenture Trustee covenants that it shall not, without satisfying the
Rating Agency Condition, waive a breach of any representation or warranty set   
forth in this SCHEDULE 1.                                                       

    (c) Servicer covenants that in order to evidence the interests of Issuer
and Indenture Trustee under the Indenture, Servicer shall take such action, or  
execute and deliver such instruments as may be necessary or advisable           
(including, without limitation, such actions as are requested by Indenture      
Trustee) to maintain and perfect, as a first priority interest, Indenture       
Trustee's security interest in the Collateral Certificate.                      

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ARTICLE I          DEFINITIONS ......................................................................   2 

         Section 1.1     Definitions ................................................................   2 

         Section 1.2     Other Definitional Provisions ..............................................   2 

ARTICLE II         THE NOTES ........................................................................   4 

         Section 2.1     Form Generally .............................................................   4 

         Section 2.2     Denominations ..............................................................   4 

         Section 2.3     Execution, Authentication and Delivery .....................................   4 

         Section 2.4     Authenticating Agent .......................................................   5 

         Section 2.5     Registration of and Limitations on Transfer and Exchange of                      
                         Notes ......................................................................   6 

         Section 2.6     Mutilated, Destroyed, Lost or Stolen Notes .................................   8 

         Section 2.7     Persons Deemed Owners ......................................................   9 

         Section 2.8     Appointment of Paying Agent ................................................   9 

         Section 2.9     Access to List of Noteholders' Names and Addresses .........................  10 

         Section 2.10    Cancellation ...............................................................  10 

         Section 2.11    New Issuances ..............................................................  11 

         Section 2.12    Book-Entry Notes ...........................................................  12 

         Section 2.13    Notices to Clearing Agency or Foreign Clearing Agency ......................  13 

         Section 2.14    Definitive Notes ...........................................................  13 

         Section 2.15    Global Note ................................................................  14 

         Section 2.16    Meetings of Noteholders ....................................................  14 

         Section 2.17    Uncertificated Classes .....................................................  15 

ARTICLE III        REPRESENTATIONS AND COVENANTS OF ISSUER ..........................................  15 

         Section 3.1     Payment of Principal and Interest ..........................................  15 

         Section 3.2     Maintenance of Office or Agency ............................................  15 

         Section 3.3     Money for Note Payments to Be Held in Trust ................................  15 

         Section 3.4     Existence ..................................................................  17 

         Section 3.5     Protection of Collateral ...................................................  17 

         Section 3.6     Opinions as to Collateral ..................................................  17 

         Section 3.7     Performance of Obligations; Servicing of Receivables .......................  18 

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         Section 3.8     Negative Covenants .........................................................  20 

         Section 3.9     Statements as to Compliance ................................................  20 

         Section 3.10    Issuer May Consolidate, Etc., Only on Certain Terms ........................  21 

         Section 3.11    Successor Substituted ......................................................  23 

         Section 3.12    No Other Business ..........................................................  23 

         Section 3.13    Investments ................................................................  23 

         Section 3.14    Capital Expenditures .......................................................  23 

         Section 3.15    Removal of Administrator ...................................................  23 

         Section 3.16    Restricted Payments ........................................................  23 

         Section 3.17    Notice of Events of Default ................................................  24 

         Section 3.18    Derivative Financial Investments ...........................................  24 

         Section 3.19    Further Instruments and Acts ...............................................  24 

         Section 3.20    Perfection Representations and Warranties ..................................  24 

ARTICLE IV         SATISFACTION AND DISCHARGE .......................................................  24 

         Section 4.1     Satisfaction and Discharge of this Indenture ...............................  24 

         Section 4.2     Application of Issuer Money ................................................  26 

ARTICLE V          EARLY AMORTIZATION EVENTS, DEFAULTS AND                                                
                   REMEDIES .........................................................................  26 

         Section 5.1     Early Amortization Events ..................................................  26 

         Section 5.2     Events of Default ..........................................................  26 

         Section 5.3     Acceleration of Maturity; Rescission and Annulment .........................  28 

         Section 5.4     Collection of Indebtedness and Suits for Enforcement by                          
                         Indenture Trustee ..........................................................  29 

         Section 5.5     Remedies; Priorities .......................................................  31 

         Section 5.6     Optional Preservation of the Collateral ....................................  33 

         Section 5.7     Limitation on Suits ........................................................  33 

         Section 5.8     Unconditional Rights of Noteholders to Receive Principal and Interest ......  34 

         Section 5.9     Restoration of Rights and Remedies .........................................  34 

         Section 5.10    Rights and Remedies Cumulative .............................................  34 

         Section 5.11    Delay or Omission Not Waiver ...............................................  34 

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         Section 5.12    Rights of Noteholders to Direct Indenture Trustee ..........................  35 

         Section 5.13    Waiver of Past Defaults ....................................................  35 

         Section 5.14    Undertaking for Costs ......................................................  36 

         Section 5.15    Waiver of Stay or Extension Laws ...........................................  36 

         Section 5.16    Sale of Receivables ........................................................  36 

         Section 5.17    Action on Notes ............................................................  37 

ARTICLE VI         INDENTURE TRUSTEE ................................................................  37 

         Section 6.1     Duties of Indenture Trustee ................................................  37 

         Section 6.2     Notice of Early Amortization Event or Event of Default .....................  39 

         Section 6.3     Rights of Indenture Trustee. Except as otherwise provided in                     
                         Section 6.1 ................................................................  39 

         Section 6.4     Not Responsible for Recitals or Issuance of Notes ..........................  40 

         Section 6.5     Restrictions on Holding Notes ..............................................  41 

         Section 6.6     Money Held in Trust ........................................................  41 

         Section 6.7     Compensation, Reimbursement and Indemnification ............................  41 

         Section 6.8     Replacement of Indenture Trustee ...........................................  42 

         Section 6.9     Successor Indenture Trustee by Merger ......................................  43 

         Section 6.10    Appointment of Co-Indenture Trustee or Separate                                  
                         Indenture Trustee ..........................................................  43 

         Section 6.11    Eligibility; Disqualification ..............................................  45 

         Section 6.12    Preferential Collection of Claims Against ..................................  45 

         Section 6.13    Representations and Covenants of Indenture Trustee .........................  45 

         Section 6.14    Custody of the Collateral ..................................................  45 

ARTICLE VII        NOTEHOLDERS' LIST AND REPORTS BY INDENTURE                                             
                   TRUSTEE AND ISSUER ...............................................................  46 

         Section 7.1     Issuer to Furnish Indenture Trustee Names and Addresses of                       
                         Noteholders ................................................................  46 

         Section 7.2     Preservation of Information; Communications to Noteholders .................  46 

         Section 7.3     Reports by Issuer ..........................................................  47 

         Section 7.4     Reports by Indenture Trustee ...............................................  47 

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ARTICLE VIII       ALLOCATION AND APPLICATION OF COLLECTIONS ........................................  47 

         Section 8.1     Collection of Money ........................................................  48 

         Section 8.2     Rights of Noteholders ......................................................  48 

         Section 8.3     Establishment of Collection Account and Excess Funding                           
                         Account ....................................................................  48 

         Section 8.4     Collections and Allocations ................................................  50 

         Section 8.5     Shared Principal Collections ...............................................  51 

         Section 8.6     Excess Finance Charge Collections ..........................................  52 

         Section 8.7     Release of Collateral; Eligible Loan Documents .............................  52 

         Section 8.8     Opinion of Counsel .........................................................  53 

ARTICLE IX         DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS .........................................  53 

ARTICLE X          SUPPLEMENTAL INDENTURES ..........................................................  53 

         Section 10.1    Supplemental Indentures Without Consent of Noteholders .....................  53 

         Section 10.2    Supplemental Indentures with Consent of Noteholders ........................  55 

         Section 10.3    Execution of Supplemental Indentures .......................................  57 

         Section 10.4    Effect of Supplemental Indenture ...........................................  57 

         Section 10.5    Conformity With Trust Indenture Act ........................................  57 

         Section 10.6    Reference in Notes to Supplemental Indentures ..............................  57 

ARTICLE XI         TERMINATION ......................................................................  57 

         Section 11.1    Termination of Issuer ......................................................  57 

         Section 11.2    Final Distribution .........................................................  57 

         Section 11.3    Issuer's Termination Rights ................................................  58 

ARTICLE XII        MISCELLANEOUS ....................................................................  59 

         Section 12.1    Compliance Certificates and Opinions etc ...................................  59 

         Section 12.2    Form of Documents Delivered to Indenture Trustee ...........................  61 

         Section 12.3    Acts of Noteholders ........................................................  62 

         Section 12.4    Notices, Etc. to Indenture Trustee and Issuer ..............................  62 

         Section 12.5    Notices to Noteholders; Waiver .............................................  63 

         Section 12.6    Alternate Payment and Notice Provisions ....................................  63 

         Section 12.7    Conflict with Trust Indenture Act ..........................................  63 

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Section 12.8   Effect of Headings and Table of Contents ...................................  64 

Section 12.9   Successors and Assigns .....................................................  64 

Section 12.10  Separability ...............................................................  64 

Section 12.11  Benefits of Indenture ......................................................  64 

Section 12.12  Legal Holidays .............................................................  64 

Section 12.13  GOVERNING LAW ..............................................................  64 

Section 12.14  Counterparts ...............................................................  64 

Section 12.15  Issuer Obligation ..........................................................  64 

Section 12.16  No Petition ................................................................  65 

Section 12.17  Subordination ..............................................................  65 

Annex A        Definitions ................................................................ A-1 

Schedule 1     Perfection Representations, Warranties and Covenants ......................Sch-1 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/31/02		49
Filed on:		8/31/01
For Period End:		8/21/01		76		87			8-K
		8/1/01		1		100
		9/17/99		92
		1/17/96		92
									List all Filings

9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/27/24  WFN Credit Co. LLC                10-K       12/31/23   10:468K                                   Bread Fin’l Holdings Inc
 2/20/24  Bread Financial Holdings, Inc.    10-K       12/31/23  128:15M
 3/21/23  WFN Credit Co. LLC                10-K       12/31/22   10:309K                                   Bread Fin’l Holdings Inc
 2/28/23  Bread Financial Holdings, Inc.    10-K       12/31/22  135:20M
 4/12/22  WFN Credit Co. LLC                SF-3                   9:3.1M                                   Donnelley … Solutions/FA
 3/30/22  WFN Credit Co. LLC                10-K       12/31/21   12:310K                                   Bread Fin’l Holdings Inc
 2/25/22  Bread Financial Holdings, Inc.    10-K       12/31/21  110:23M
 3/22/21  WFN Credit Co. LLC                10-K       12/31/20   10:318K                                   Bread Fin’l Holdings Inc
 2/26/21  Bread Financial Holdings, Inc.    10-K       12/31/20  135:28M