WFN Credit Co LLC, et al. – ‘8-K’ for 8/21/01 – EX-4.4

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-4.4   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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                                                                     Exhibit 4.4

AMENDED AND RESTATED TRUST AGREEMENT

 between

WFN CREDIT COMPANY, LLC,

as Transferor,

 and

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION

as Owner Trustee

Dated as of August 1, 2001

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 TABLE OF CONTENTS

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                                                                                            PAGE
                                                                                                
ARTICLE I             DEFINITIONS..............................................................1

         Section 1.1.          Capitalized Terms...............................................1

         Section 1.2.          Other Definitional Provisions...................................1

ARTICLE II            ORGANIZATION.............................................................2

         Section 2.1.          Name............................................................2

         Section 2.2.          Office..........................................................2

         Section 2.3.          Purpose and Powers..............................................2

         Section 2.4.          Appointment of Owner Trustee....................................3

         Section 2.5.          Capital Contribution of Trust Estate............................3

         Section 2.6.          Declaration of Trust............................................3

         Section 2.7.          Title to Trust Property.........................................4

         Section 2.8.          Situs of Trust..................................................4

         Section 2.9.          Representations and Warranties of Transferor....................4

         Section 2.10.         Liability of Beneficiaries......................................5

ARTICLE III           BENEFICIAL INTERESTS.....................................................5

         Section 3.1.          Initial Ownership...............................................5

         Section 3.2.          Transferor Interest.............................................5

         Section 3.3.          Form of Transferor Interest.....................................6

         Section 3.4.          Restrictions on Transfer; Issuance of Supplemental Interests....6

ARTICLE IV            ACTIONS BY OWNER TRUSTEE.................................................7

         Section 4.1.          Prior Notice to Transferor with Respect to Certain Matters......7

         Section 4.2.          Restrictions on Power...........................................7

ARTICLE V             AUTHORITY AND DUTIES OF OWNER TRUSTEE....................................8

         Section 5.1.          General Authority...............................................8

         Section 5.2.          General Duties..................................................8

         Section 5.3.          Action Upon Instruction.........................................8

         Section 5.4.          No Duties Except as Specified in this                            
                               Agreement or in Instructions....................................9

                                      -i-                                                       

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         Section 5.5.          No Action Except under Transaction                               
                               Documents or Instructions......................................10

         Section 5.6.          Restrictions...................................................10

         Section 5.7.          Tax Returns....................................................10

ARTICLE VI            CONCERNING OWNER TRUSTEE................................................10

         Section 6.1.          Acceptance of Trusts and Duties................................10

         Section 6.2.          Furnishing of Documents........................................12

         Section 6.3.          Representations and Warranties.................................12

         Section 6.4.          Reliance; Advice of Counsel....................................13

         Section 6.5.          Not Acting in Individual Capacity..............................13

         Section 6.6.          Owner Trustee Not Liable for Notes or Receivables..............14

         Section 6.7.          Owner Trustee Not to Own Notes.................................14

ARTICLE VII           COMPENSATION OF OWNER TRUSTEE...........................................14

         Section 7.1.          Owner Trustee's Fees and Expenses..............................14

         Section 7.2.          Indemnification................................................15

         Section 7.3.          Payments to Owner Trustee......................................15

ARTICLE VIII          TERMINATION OF TRUST AGREEMENT..........................................15

         Section 8.1.          Termination of Trust Agreement.................................15

ARTICLE IX            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES..................16

         Section 9.1.          Eligibility Requirements for Owner Trustee.....................16

         Section 9.2.          Resignation or Removal of Owner Trustee........................16

         Section 9.3.          Successor Owner Trustee........................................17

         Section 9.4.          Merger or Consolidation of Owner Trustee.......................18

         Section 9.5.          Appointment of Co-Trustee or Separate Trustee..................18

ARTICLE X             MISCELLANEOUS...........................................................19

         Section 10.1.         Supplements and Amendments.....................................19

         Section 10.2.         No Legal Title to Trust Estate in Transferor...................21

         Section 10.3.         Limitations on Rights of Others................................21

         Section 10.4.         Notices........................................................22

                                      -ii-                                                      

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         Section 10.5.         Severability...................................................22

         Section 10.6.         Separate Counterparts..........................................22

         Section 10.7.         Successors and Assigns.........................................22

         Section 10.8.         Non-petition Covenants.........................................22

         Section 10.9.         No Recourse....................................................23

         Section 10.10.        Headings.......................................................23

         Section 10.11.        GOVERNING LAW..................................................23

         Section 10.12.        Integration of Documents.......................................23


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        AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 1, 2001 (this
"AGREEMENT"), between WFN CREDIT COMPANY, LLC, a Delaware limited liability     
company, as Transferor, and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a   
national banking association, as Owner Trustee.                                 

      WHEREAS, Transferor and Owner Trustee have entered into that certain
Trust Agreement dated as of July 27, 2001 (the "Original Trust Agreement"); and 

     WHEREAS, pursuant to SECTION 4 of the Original Trust Agreement, the
Transferor and the Owner Trustee desire to amend and restate the Original Trust 
Agreement in its entirety;                                                      

     NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Original Trust Agreement is hereby amended and restated in its      
entirety as follows:                                                            

ARTICLE I 

DEFINITIONS 

   Section 1.1. CAPITALIZED TERMS. Capitalized terms used herein and
not otherwise defined herein are defined in ANNEX A to the Master Indenture,    
dated as of the date hereof, between World Financial Network Credit Card        
Master Note Trust and BNY Midwest Trust Company.                                

Section 1.2. OTHER DEFINITIONAL PROVISIONS. All terms defined 
directly or by reference in this Agreement shall have the defined meanings      
when used in any certificate or other document delivered pursuant hereto        
unless otherwise defined therein. For purposes of this Agreement and all such   
certificates and other documents, unless the context otherwise requires: (a)    
accounting terms not otherwise defined in this Agreement, and accounting        
terms partly defined in this Agreement to the extent not defined, shall have    
the respective meanings given to them under GAAP; (b) terms defined in          
Article 9 of the UCC as in effect in the State of Delaware and not otherwise    
defined in this Agreement are used as defined in that Article; (c) any          
reference to each Rating Agency shall only apply to any specific rating         
agency if such rating agency is then rating any outstanding Series; (d)         
references to any amount as on deposit or outstanding on any particular date    
means such amount at the close of business on such day; (e) the words           
"hereof," "herein" and "hereunder" and words of similar import refer to this    
Agreement (or the certificate or other document in which they are used) as a    
whole and not to any particular provision of this Agreement (or such            
certificate or document); (f) references to any Section, Schedule or Exhibit    
are references to Sections, Schedules and Exhibits in or to this Agreement      
(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;                                      

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(g) the term "including" means "including without limitation"; (h) 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; (i) references to any Person  
include that Person's successors and assigns; and (j) headings are for purposes 
of reference only and shall not otherwise affect the meaning or interpretation  
of any provision hereof.                                                        

ARTICLE II

ORGANIZATION

      Section 2.1. NAME. The trust created hereby shall be known as "World
Financial Network Credit Card Master Note Trust," in which name the Trust and   
Owner Trustee on behalf of the Trust each shall have power and authority and    
is hereby authorized and empowered to and may conduct the business of the       
Trust, make and execute contracts and other instruments on behalf of the        
Trust and sue and be sued.                                                      

  Section 2.2. OFFICE. The office of the Trust shall be in care of
Owner Trustee at the Corporate Trust Office or at such other address in the     
United States as Owner Trustee may designate by written notice to Transferor    
and Indenture Trustee.                                                          

 Section 2.3. PURPOSE AND POWERS. The purpose of the Trust is to
engage in the activities set forth in this SECTION 2.3. The Trust shall have    
power and authority and is hereby authorized and empowered, without the need    
for further action on the part of the Trust, and Owner Trustee shall have       
power and authority, and is hereby authorized and empowered, in the name and    
on behalf of the Trust, to do or cause to be done all acts and things           
necessary, appropriate or convenient to cause the Trust, to engage in the       
activities set forth in this SECTION 2.3 as follows:                            

                (i)      to execute, deliver and issue the Notes pursuant to
  the Indenture, to issue the Transferor Interest and to issue the
Supplemental Interests, if any, pursuant to this Agreement;   

           (ii)     with the proceeds of the sale of the Notes, to
 acquire the Trust Estate and to pay Transferor the amounts owed
  pursuant to SECTION 2.1 of the Transfer and Servicing Agreement;

                 (iii)    to assign, grant, pledge and mortgage the Collateral
     pursuant to the Indenture and to hold, manage and distribute to the
 Holder of the Transferor Interest pursuant to the terms of this
       Agreement and the Transaction Documents any portion of the Collateral
       released from the lien of, and remitted to the Trust pursuant to, the
Indenture;                                                    

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            (iv)     to enter into, execute, deliver and perform the
Transaction Documents to which it is to be a party;           

              (v)      to engage in those activities, including entering
into agreements, that are necessary, suitable or convenient to
 accomplish the foregoing or are incidental thereto or connected
therewith; and                                                

                  (vi)     subject to compliance with the Transaction Documents,
     to engage in such other activities as may be required in connection
         with conservation of the Trust Estate and the making of payments to the
         Noteholders and distributions to the Holder of the Transferor Interest.

The Trust shall not have power, authority or authorization to, and shall not,   
engage in any activity other than in connection with the foregoing or other than
as required or authorized by the Transaction Documents. The Trust shall have no 
power to 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 2.4. APPOINTMENT OF OWNER TRUSTEE. Transferor hereby appoints
Owner Trustee as trustee of the Trust effective as of the date hereof, to have  
all the rights, powers and duties set forth herein.                             

    Section 2.5. CAPITAL CONTRIBUTION OF TRUST ESTATE. Pursuant to the
Transfer and Servicing Agreement, Transferor shall assign, transfer, convey and 
set over to the Trust, as of the Initial Closing Date, the assets specified in  
the Transfer and Servicing Agreement. Owner Trustee hereby acknowledges receipt 
in trust from Transferor, as of the date hereof, of the foregoing contribution, 
which shall constitute part of the Trust Estate and shall be held by Owner      
Trustee on behalf of the Trust. Transferor shall pay organizational expenses of 
the Trust as they may arise or shall, upon the request of Owner Trustee,        
promptly reimburse Owner Trustee for any such expenses paid by Owner Trustee.   

       Section 2.6. DECLARATION OF TRUST. Owner Trustee hereby declares that
it will hold the Trust Estate in trust upon and subject to the conditions set   
forth herein for the use and benefit of Transferor, subject to the obligations  
of the Trust under the Transaction Documents to which it is a party. It is the  
intention of the parties hereto that the Trust constitute a business trust under
the Business Trust Statute and that this Agreement constitute the governing     
instrument of such trust. It is the intention of the parties hereto that, for   
income tax purposes, the Trust shall be treated as a security device and not as 
an entity separate from Transferor and its assets shall be treated as owned in  
whole by Transferor. The parties hereto agree that they will take no action     
contrary to the foregoing intention. Effective as of the date hereof, Owner     
Trustee shall have all rights, powers and authority set forth herein and, to the
extent not inconsistent herewith, in the Business Trust                         

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Statute with respect to accomplishing the purposes of the Trust. The Owner      
Trustee has filed or caused to be filed the Certificate of Trust in the form of 
EXHIBIT A to the Original Trust Agreement.                                      

    Section 2.7. TITLE TO TRUST PROPERTY. Legal title to all the Trust
Estate shall be vested at all times in the Trust as a separate legal entity     
except where applicable law in any jurisdiction requires title to any part of   
the Trust Estate to be vested in a trustee or trustees, in which case title     
shall be deemed to be vested in Owner Trustee, a co-trustee and/or a separate   
trustee, as the case may be.                                                    

         Section 2.8. SITUS OF TRUST. The Trust will be located and administered
in the State of Delaware. All bank accounts maintained by, or on behalf of, the 
Trust shall be located in the State of Delaware or the State of New York. The   
Trust shall not have any employees in any state other than Delaware; PROVIDED,  
HOWEVER, that nothing herein shall restrict or prohibit Owner Trustee from      
having employees within or without the State of Delaware. Payments will be      
received by the Trust only in Delaware or New York, and payments will be made by
the Trust only from Delaware or New York. The only office of the Trust will be  
at the Corporate Trust Office.                                                  

       Section 2.9. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR. Transferor
hereby represents and warrants to Owner Trustee (as such or in its individual   
capacity) that:                                                                 

       (a)      Transferor is a limited liability company duly organized and
validly existing in good standing under the laws of the State of Delaware and   
has full corporate power and authority to own its properties and to conduct its 
business as such properties are presently owned and such business is presently  
conducted, and to execute, deliver and perform its obligations under the        
Transaction Documents to which it is a party and to perform its obligations as  
contemplated thereby.                                                           

     (b)      Transferor is duly qualified to do business and is in good
standing (or is exempt from such requirement) in any State required in order to 
conduct its business, and has obtained all necessary licenses and approvals with
respect to Transferor, in each jurisdiction in which failure to so qualify or to
obtain such licenses and approvals would have a material adverse effect on its  
ability to perform its obligations under the Transaction Documents to which it  
is a party.                                                                     

     (c)      The execution and delivery of the Transaction Documents to
which Transferor is a party and the consummation of the transactions provided   
for in the Transaction Documents to which Transferor is a party have been duly  
authorized by Transferor by all necessary limited liability company action on   
its part. Transferor has the power and authority to assign the property to be   
assigned to and deposited with the Trust pursuant to Section 2.5 of this        
Agreement and Section 2.1 of the Transfer and Servicing Agreement.              

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     (d)      The execution and delivery of the Transaction Documents to
which Transferor is a party, the performance of the transactions contemplated by
the Transaction Documents to which Transferor is a party and the fulfillment of 
the terms hereof and thereof will not conflict with or violate any Requirements 
of Law applicable to Transferor, or conflict with, result in any breach of any  
of the material terms and provisions of, or constitute (with or without notice  
or lapse of time or both) a material default under, any indenture, contract,    
agreement, mortgage, deed of trust or other instrument to which Transferor is a 
party or by which it or any of its properties are bound (other than violations  
of such indentures, contracts, agreements, mortgages, deeds of trust or other   
instruments which, individually or in the aggregate, would not have a material  
adverse effect on Transferor's ability to perform its obligations under this    
Agreement).                                                                     

        (e)      There are no proceedings or investigations pending or, to the
best knowledge of Transferor, threatened, against Transferor before any court,  
regulatory body, administrative agency, or other tribunal or governmental       
instrumentality having jurisdiction over Transferor (i) asserting the invalidity
of any of the Transaction Documents to which Transferor is a party, (ii) seeking
to prevent the consummation of any of the transactions contemplated by any of   
the Transaction Documents to which Transferor is a party, (iii) seeking any     
determination or ruling that, in the reasonable judgment of Transferor, would   
materially and adversely affect the performance by Transferor of its obligations
under the Transaction Documents to which Transferor is a party, or (iv) seeking 
any determination or ruling that would materially and adversely affect the      
validity or enforceability of the Transaction Documents to which Transferor is a
party.                                                                          

 (f)      This Agreement is legal, valid and enforceable against
Transferor.                                                                     

         Section 2.10. LIABILITY OF BENEFICIARIES. The Holders of the Transferor
Interest, including the Holders of Supplemental Interests, if any, shall be     
entitled to the same limitation of personal liability extended to stockholders  
of private corporations for profit organized under the General Corporation Law  
of the State of Delaware.                                                       

ARTICLE III 

BENEFICIAL INTERESTS

  Section 3.1. INITIAL OWNERSHIP. Transferor, as the Holder of the
Transferor Interest (i) shall initially be the only beneficial owner of the     
Trust and (ii) shall be bound by the provisions of this Trust Agreement.        

 Section 3.2. TRANSFEROR INTEREST. The Transferor Interest shall
represent an undivided beneficial interest in the Trust Estate subject to the   
lien of the Notes created pursuant to the Indenture, including the right to     
receive Collections with respect to the Receivables and other amounts at the    
times and in the amounts                                                        

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specified in the Indenture and any Indenture Supplement to be paid to the Holder
of the Transferor Interest.                                                     

   Section 3.3. FORM OF TRANSFEROR INTEREST. The Transferor Interest
initially shall be an uncertificated interest in the Trust.                     

 Section 3.4. RESTRICTIONS ON TRANSFER; ISSUANCE OF SUPPLEMENTAL
INTERESTS. (a) Transferor may from time to time transfer a portion of the       
Transferor Interest by causing the issuance of one or more additional interests 
(each a "SUPPLEMENTAL INTEREST"), which shall be in uncertificated form. The    
form and terms of any Supplemental Interest shall be defined in a supplement to 
this Agreement (which supplement shall be subject to SECTION 10.1 to the extent 
that it amends any of the terms of this Agreement) to be delivered to or upon   
the order of Transferor (or the holder of a Supplemental Interest, in the case  
of the transfer or exchange thereof, as provided below). The issuance of any    
such Supplemental Interest to any Person shall be subject to satisfaction of the
following conditions:                                                           

                  (i)      the Rating Agency Condition shall have been satisfied
with respect to such action; and                              

              (ii)     Transferor shall have delivered to Owner Trustee,
        Indenture Trustee and each Rating Agency a Tax Opinion, dated the date
     of such action (or transfer, exchange or other disposition provided
      below), with respect to such action and an Opinion of Counsel to the
     effect that such action, assignment, participation, pledge or other
     disposition does not require registration of the interest under the
Securities Act or any state securities law except for any such
 registration that has been duly completed and become effective.

A Supplemental Interest may be transferred or exchanged, and the Transferor     
Interest may be pledged, only upon satisfaction of the conditions set forth in  
CLAUSE (ii).                                                                    

     (b)      The Transferor Interest may be transferred in its entirety
to a Person which is a member of the "affiliated group" as defined in Section   
1504(a) of the Code of which Transferor is a member without the consent or      
approval of the Noteholders, provided that (i) the Rating Agency Condition      
shall have been satisfied with respect to such transfer, (ii) Transferor        
shall have delivered to Owner Trustee, Indenture Trustee and each Rating        
Agency a Tax Opinion and an Opinion of Counsel of the type described in         
SECTION 3.4(a)(ii), dated the date of such transfer, with respect thereto and   
(iii) Transferor shall have delivered to Indenture Trustee an Officer's         
Certificate stating that Transferor Amount shall not be less than the Minimum   
Transferor Amount. In connection with any such transfer, the Person to whom     
the Transferor Interest is transferred will, by its acquisition and holding     
of an interest in the Transferor Interest, assume all of the rights and         
obligations of Transferor as described in this Agreement, each Transaction      
Document and in any supplement or amendment thereto (including                  

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the right under this PARAGRAPH (b) with respect to subsequent transfers of an   
interest in the Transferor Interest).                                           

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

 Section 4.1. PRIOR NOTICE TO TRANSFEROR WITH RESPECT TO CERTAIN
MATTERS. With respect to the following matters, unless otherwise instructed by  
Transferor, the Trust shall not take action unless at least thirty (30) days    
before the taking of such action Owner Trustee shall have notified Transferor:  

     (a)      the initiation of any claim or lawsuit by the Trust (other
than an action to collect on the Trust Estate) and the settlement of any action,
claim or lawsuit brought by or against the Trust (other than an action to       
collect on the Trust Estate);                                                   

(b)      the election by the Trust to file an amendment to the
Certificate of Trust;                                                           

        (c)      the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;                  

        (d)      the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such      
amendment materially adversely affects the interest of Transferor;              

      (e)      the amendment, change or modification of the Administration
Agreement, except to cure any ambiguity or to amend or supplement any provision 
in a manner that would not materially adversely affect the interests of         
Transferor; or                                                                  

        (f)      the appointment pursuant to the Indenture of a replacement or
successor Transfer Agent and Registrar or Indenture Trustee, or the consent to  
the assignment by the Transfer Agent and Registrar, Administrator or Indenture  
Trustee of its obligations under the Indenture.                                 

Section 4.2. RESTRICTIONS ON POWER.                           

      (a)      Owner Trustee shall not be required to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or Owner Trustee (as such or in its individual capacity) under any 
of the Transaction Documents or would be contrary to SECTION 2.3.               

       (b)      Owner Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as        
contemplated by the Transaction Documents.                                      

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ARTICLE V 

 AUTHORITY AND DUTIES OF OWNER TRUSTEE

        Section 5.1. GENERAL AUTHORITY. Each of the Trust and Owner Trustee in
the name and on behalf of the Trust shall have power and authority, and is      
hereby authorized and empowered, to execute and deliver the Transaction         
Documents to which the Trust is to be a party and each certificate or other     
document attached as an exhibit to or contemplated by the Transaction Documents 
to which the Trust is to be a party, or any amendment thereto or other          
agreement, in each case, in such form as Transferor shall approve as evidenced  
conclusively by Owner Trustee's execution thereof and Transferor's execution of 
the related documents. In addition to the foregoing, Owner Trustee in the name  
and on behalf of the Trust shall also have power and authority and is hereby    
authorized and empowered, but shall not be obligated, to take all actions       
required of the Trust pursuant to the Transaction Documents. Owner Trustee in   
the name and on behalf of the Trust shall also have power and authority and is  
hereby authorized and empowered from time to time to take such action as        
Transferor or Administrator directs in writing with respect to the Transaction  
Documents.                                                                      

       Section 5.2. GENERAL DUTIES. It shall be the duty of Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to   
the terms of this Agreement and the other Transaction Documents to which the    
Trust is a party and to administer the Trust in the interest of Transferor,     
subject to the Transaction Documents and in accordance with the provisions of   
this Agreement. Notwithstanding the foregoing, Owner Trustee shall be deemed to 
have discharged its duties and responsibilities hereunder and under the other   
Transaction Documents to the extent Administrator has agreed in the             
Administration Agreement or another Transaction Document to perform any act or  
to discharge any duty of Owner Trustee or the Trust under any Transaction       
Document, and Owner Trustee shall not be personally liable for the default or   
failure of Administrator to carry out its obligations under the Administration  
Agreement.                                                                      

Section 5.3. ACTION UPON INSTRUCTION.                         

 (a)      Owner Trustee shall not be required to take any action
hereunder or under any other Transaction Document if Owner Trustee shall have   
reasonably determined, or shall have been advised by counsel, that such action  
is likely to result in personal liability on the part of Owner Trustee or is    
contrary to the terms of any Transaction Document or is otherwise contrary to   
law.                                                                            

         (b)      Whenever Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of any Transaction         
Document, Owner Trustee shall promptly give notice (in such form as shall be    
appropriate under the circumstances) to Transferor requesting instruction as to 
the course of action to be adopted, and to the extent Owner Trustee acts or     
refrains                                                                        

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from acting in good faith in accordance with any such instruction of Transferor 
received, Owner Trustee shall not be personally liable on account of such action
or inaction to any Person. If Owner Trustee shall not have received appropriate 
instruction within ten (10) days of such notice (or within such shorter period  
of time as reasonably may be specified in such notice or may be necessary under 
the circumstances) it may, but shall be under no duty to, take or refrain from  
taking such action, not in violation of the Transaction Documents, as it shall  
deem to be in the best interest of Transferor, and shall have no personal       
liability to any Person for such action or inaction.                            

(c)      In the event that Owner Trustee is unsure as to the  
application of any provision of any Transaction Document or any such provision  
is ambiguous as to its application, or is, or appears to be, in conflict with   
any other applicable provision, or in the event that this Agreement permits any 
determination by Owner Trustee or is silent or is incomplete as to the course of
action that Owner Trustee is required to take with respect to a particular set  
of facts, Owner Trustee may give notice (in such form as shall be appropriate   
under the circumstances) to Transferor requesting instruction and, to the extent
that Owner Trustee acts or refrains from acting in good faith in accordance with
any such instruction received, Owner Trustee shall not be personally liable, on 
account of such action or inaction, to any Person. If Owner Trustee shall not   
have received appropriate instruction within ten (10) days of such notice (or   
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty 
to, take or refrain from taking such action, not in violation of the Transaction
Documents, as it shall deem to be in the best interests of Transferor, and shall
have no personal liability to any Person for such action or inaction.           

(d)      The Administrator and the Transferor may, by written 
instruction, direct the Owner Trustee in the administration of the Trust to the 
extent permitted by this Agreement and the Administration Agreement.            

    Section 5.4. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. Owner Trustee shall not have any duty or obligation to manage,    
make any payment with respect to, register, record, sell, dispose of, or        
otherwise deal with the Trust or the Trust Estate, or to otherwise take or      
refrain from taking any action under, or in connection with, this Agreement or  
any document contemplated hereby to which the Trust is a party, except as       
expressly provided by the terms of this Agreement or in any document or written 
instruction received by Owner Trustee pursuant to SECTION 5.3; and no implied   
duties or obligations shall be read into any Transaction Document against Owner 
Trustee. Owner Trustee shall have no responsibility for any filing or recording,
including filing any financing or continuation statement in any public office at
any time or to otherwise perfect or maintain the perfection of any security     
interest or lien granted to it or the Trust hereunder or to prepare or file any 
Commission filing for the Trust, or to prepare any tax forms, returns or reports
or to record any Transaction                                                    

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Document. Owner Trustee in its individual capacity nevertheless agrees that it  
will, at its own cost and expense, promptly take all action as may be necessary 
to discharge any liens on any part of the Trust Estate that result from actions 
by, or claims against, Owner Trustee in its individual capacity that are not    
related to the ownership or the administration of the Trust Estate or the       
transactions contemplated by the Transaction Documents.                         

Section 5.5. NO ACTION EXCEPT UNDER TRANSACTION DOCUMENTS OR  
INSTRUCTIONS. Owner Trustee shall not manage, control, use, sell, dispose of or 
otherwise deal with any part of the Trust Estate except (i) in accordance with  
the powers granted to and the authority conferred upon Owner Trustee pursuant to
this Agreement, (ii) in accordance with the Transaction Documents and (iii) in  
accordance with any document or instruction delivered to Owner Trustee pursuant 
to SECTION 5.3.                                                                 

        Section 5.6. RESTRICTIONS. Owner Trustee shall not take any action (a)
that, to the actual knowledge of a Responsible Officer of Owner Trustee, would  
violate the purposes of the Trust set forth in SECTION 2.3 or (b) that, to the  
actual knowledge of a Responsible Officer of Owner Trustee, would result in the 
Trust's becoming taxable as a corporation for federal income tax purposes.      
Transferor shall not direct Owner Trustee to take action that would violate the 
provisions of this SECTION 5.6.                                                 

       Section 5.7. TAX RETURNS. In the event the Trust shall be required to
file tax returns, Administrator shall prepare or shall cause to be prepared such
tax returns and shall provide such tax returns to Owner Trustee for signature at
least five (5) days before such tax returns are due to be filed. Administrator, 
in accordance with the terms of each Indenture Supplement, shall also prepare or
shall cause to be prepared all tax information required by law to be distributed
to Noteholders and shall deliver such information to Owner Trustee at least five
(5) days prior to the date it is required by law to be distributed to           
Noteholders. Owner Trustee, upon request, will furnish Administrator with all   
such information known to Owner Trustee as may be reasonably required in        
connection with the preparation of all tax returns of the Trust, and shall, upon
request, execute such returns. In no event shall Owner Trustee or Indenture     
Trustee be liable for any liabilities, costs or expenses of the Trust or any    
Noteholder arising under any tax law, including federal, state or local income  
or excise taxes or any other tax imposed on or measured by income (or any       
interest or penalty with respect thereto arising from a failure to comply       
therewith).                                                                     

ARTICLE VI

CONCERNING OWNER TRUSTEE

         Section 6.1. ACCEPTANCE OF TRUSTS AND DUTIES. Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts, but only upon the terms of this Agreement. Owner Trustee also      
agrees                                                                          

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to disburse all moneys actually received by it constituting part of the Trust   
Estate upon the terms of the Transaction Documents. Owner Trustee shall not be  
personally answerable or accountable under any Transaction Document under any   
circumstances, except (i) for its own willful misconduct, bad faith or gross    
negligence in the performance of its duties or the omission to perform any such 
duties or (ii) in the case of the inaccuracy of any representation or warranty  
contained in SECTION 6.3 expressly made by Owner Trustee in its individual      
capacity. In particular, but not by way of limitation (and subject to the       
exceptions set forth in the preceding sentence):                                

        (a)      Owner Trustee shall not be personally liable for any error of
judgment made in good faith by Owner Trustee;                                   

       (b)      Owner Trustee shall not be personally liable with respect to
any action taken or omitted to be taken by it in accordance with the            
instructions of Administrator or Transferor;                                    

  (c)      no provision of this Agreement or any other Transaction
Document shall require Owner Trustee to expend or risk funds or otherwise incur 
any personal financial liability in the exercise or performance of any of its   
duties, rights or powers hereunder or under any other Transaction Document, if  
Owner Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably    
assured or provided to it (as such and in its individual capacity);             

   (d)      under no circumstances shall Owner Trustee be personally
liable for indebtedness evidenced by or arising under any of the Transaction    
Documents, including the principal of and interest on the Notes;                

      (e)      Owner Trustee shall not be personally responsible for or in
respect of the validity or sufficiency of this Agreement, the due execution     
hereof by Transferor or the form, character, genuineness, sufficiency, value or 
validity of any of the Trust Estate, the Transaction Documents, the Notes or the
Transferor Interest, and Owner Trustee shall in no event assume or incur any    
personal liability, duty, or obligation to any Noteholder, Transferor, any      
Holder of the Transferor Interest or any other Person, other than as expressly  
provided for herein or expressly agreed to in the other Transaction Documents;  

       (f)      Owner Trustee shall not be personally liable for the default
or misconduct of, and shall have no duty to monitor the performance of,         
Transferor, Servicer, Administrator or Indenture Trustee or any other Person    
under any of the Transaction Documents or otherwise, and Owner Trustee shall    
have no obligation or personal liability to perform the obligations of the Trust
under the Transaction Documents, including those that are required to be        
performed by Administrator under the Administration Agreement, Indenture Trustee
under the Indenture or Servicer under the Transfer and Servicing Agreement;     

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        (g)      Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to any   
Transaction Document, at the request, order or direction of Transferor, unless  
the Transferor has offered to Owner Trustee (as such and in its individual      
capacity) security or indemnity satisfactory to it against the costs, expenses  
and liabilities that may be incurred by Owner Trustee therein or thereby. The   
right of Owner Trustee to perform any discretionary act enumerated in any       
Transaction Document shall not be construed as a duty, and Owner Trustee shall  
not be answerable or personally liable to any Person for any such act other than
liability to the Trust and the beneficial owners of the Trust for its own gross 
negligence, bad faith or willful misconduct in the performance of any such act  
or the omission to perform any such act; and                                    

     (h)      Notwithstanding anything contained herein to the contrary,
Owner Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (i) require the 
registration with, licensing by or the taking of any other similar action in    
respect of, any State or other governmental authority or agency of any          
jurisdiction other than the State of Delaware by or with respect to Owner       
Trustee (as such or in its individual capacity); (ii) result in any fee, tax or 
other governmental charge under the laws of any jurisdiction or any political   
subdivisions thereof in existence on the date hereof other than the State of    
Delaware becoming payable by Owner Trustee (as such or in its individual        
capacity); or (iii) subject Owner Trustee (as such or in its individual         
capacity) to personal jurisdiction in any jurisdiction other than the State of  
Delaware for causes of action arising from acts unrelated to the consummation of
the transactions by Owner Trustee contemplated hereby. Owner Trustee shall be   
entitled to obtain advice of counsel (which advice shall be an expense of       
Transferor) to determine whether any action required to be taken pursuant to the
Agreement results in the consequences described in clauses (i), (ii) and (iii)  
of the preceding sentence. In the event that said counsel advises Owner Trustee 
that such action will result in such consequences, Transferor shall appoint an  
additional trustee pursuant to SECTION 9.5 to proceed with such action.         

      Section 6.2. FURNISHING OF DOCUMENTS. Owner Trustee shall furnish to
Transferor and Indenture Trustee, promptly upon written request therefor,       
duplicates or copies of all reports, notices, requests, demands, certificates,  
financial statements and any other instruments furnished to Owner Trustee under 
the Transaction Documents.                                                      

         Section 6.3. REPRESENTATIONS AND WARRANTIES. Owner Trustee (as such and
in its individual capacity) hereby represents and warrants to Transferor that:  

  (a)      It is a national banking association duly organized and
validly existing in good standing under the federal laws of the United States.  
It has all requisite corporate power and authority to execute, deliver and      
perform its obligations under this Agreement.                                   

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       (b)      It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be      
executed and delivered by one of its officers who is duly authorized to execute 
and deliver this Agreement on its behalf.                                       

(c)      Neither the execution nor the delivery by it of this 
Agreement, nor the consummation by it of the transactions contemplated hereby   
nor compliance by it with any of the terms or provisions hereof will contravene 
any federal or Delaware law, governmental rule or regulation governing the      
banking or trust powers of Owner Trustee (as such and in its individual         
capacity) or any judgment or order binding on it, or constitute any default     
under its charter documents or by-laws or any indenture, mortgage, contract,    
agreement or instrument to which it is a party or by which any of its properties
may be bound.                                                                   

Section 6.4. RELIANCE; ADVICE OF COUNSEL.                     

       (a)      Owner Trustee shall incur no personal liability to anyone in
acting upon any signature, instrument, notice, resolution, request, consent,    
order, certificate, report, opinion, bond, or other document or paper reasonably
believed by it to be genuine and reasonably believed by it to be signed by the  
proper party or parties. Owner Trustee may accept a certified copy of a         
resolution of the board of directors or other governing body of any Person as   
conclusive evidence that such resolution has been duly adopted by such body and 
that the same is in full force and effect. As to any fact or matter the method  
of the determination of which is not specifically prescribed herein, Owner      
Trustee may for all purposes hereof rely on a certificate, signed by the        
president or any vice president or by the treasurer or other authorized officer 
of an appropriate Person, as to such fact or matter, and such certificate shall 
constitute full protection to Owner Trustee for any action taken or omitted to  
be taken by it in good faith in reliance thereon.                               

        (b)      In the exercise or administration of the trusts hereunder and
in the performance of its duties and obligations under this Agreement or the    
other Transaction Documents, Owner Trustee (i) may act directly or through      
agents or attorneys pursuant to agreements entered into with any of them, and   
Owner Trustee shall not be personally liable for the conduct or misconduct of   
such agents or attorneys if such agents or attorneys shall have been selected by
Owner Trustee in good faith, and (ii) may consult with counsel, accountants and 
other skilled Persons to be selected in good faith and employed by it. Owner    
Trustee shall not be personally liable for anything done, suffered or omitted in
good faith by it in accordance with the written opinion or written advice of any
such counsel, accountants or other such Persons.                                

     Section 6.5. NOT ACTING IN INDIVIDUAL CAPACITY. Except as expressly
provided in this ARTICLE VI, in accepting the trusts hereby created, Chase      
Manhattan Bank USA, National Association acts solely as Owner Trustee hereunder 
and not in its individual capacity, and all Persons having any claim against    
Owner Trustee by reason of the transactions contemplated by any                 

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Transaction Document shall look only to the Trust Estate for payment or         
satisfaction thereof.                                                           

     Section 6.6. OWNER TRUSTEE NOT LIABLE FOR NOTES OR RECEIVABLES. The
statements contained herein and in the Notes and other Transaction Documents    
(other than the representations and warranties in SECTION 6.3) shall be taken as
the statements of Transferor, and Owner Trustee assumes no responsibility for   
the correctness thereof. Owner Trustee makes no representations as to the       
validity or sufficiency of this Agreement or any other Transaction Document, the
Notes or related documents. Owner Trustee shall at no time have any             
responsibility or personal liability for or with respect to the legality,       
validity and enforceability of the Receivables or the perfection and priority of
any security interest in the Receivables or the maintenance of any such         
perfection and priority, or for or with respect to the sufficiency of the Trust 
Estate or its ability to generate the payments to be distributed to the         
Noteholders under the Indenture, including the existence, condition and         
ownership of the Receivables; the existence and contents of the Receivables on  
any computer or other record thereof; the validity of the assignment of the     
Receivables to the Trust or of any intervening assignment; the completeness of  
the Receivables; the performance or enforcement of the Receivables; the         
compliance by Transferor with any warranty or representation made under any     
Transaction Document or in any related document or the accuracy of any such     
warranty or representation or any action of Administrator, Servicer or Indenture
Trustee taken in the name of Owner Trustee.                                     

        Section 6.7. OWNER TRUSTEE MAY OWN NOTES. Owner Trustee may become the
owner or pledgee of Notes. If Owner Trustee becomes the owner or pledgee of     
Notes it shall have the same rights as it would have if it were not Owner       
Trustee. Owner Trustee may deal with Transferor, Administrator, Servicer and    
Indenture Trustee in banking transactions with the same rights as it would have 
if it were not Owner Trustee.                                                   

ARTICLE VII 

 COMPENSATION OF OWNER TRUSTEE

       Section 7.1. OWNER TRUSTEE'S FEES AND EXPENSES. Owner Trustee (in its
individual capacity) shall receive as compensation for its services hereunder   
such fees as have been separately agreed upon before the date hereof between    
Transferor and Owner Trustee (in its individual capacity) (which compensation   
shall not be limited by any law on compensation of a trustee of an express      
trust), and Owner Trustee (in its individual capacity) shall be entitled to be  
reimbursed by Transferor for its other reasonable expenses hereunder, including 
the reasonable compensation, expenses and disbursements of such agents,         
representatives, experts and counsel as Owner Trustee may employ in connection  
with the exercise and performance of its rights and its duties hereunder and    
under the Transaction Documents; PROVIDED, HOWEVER, that Owner Trustee shall    
have no recourse to the assets pledged under the Indenture with respect to any  
payments                                                                        

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pursuant to this SECTION 7.1 and Owner Trustee's right to enforce such          
obligation shall be subject to the provisions of SECTION 10.8.                  

  Section 7.2. INDEMNIFICATION. To the fullest extent permitted by
law, Transferor shall indemnify, defend and hold harmless Owner Trustee (as     
such and in its individual capacity) and its successors, assigns, directors,    
officers, agents, employees and servants (each an "INDEMNIFIED PARTY" and       
collectively, the "INDEMNIFIED PARTIES") from and against, any and all          
liabilities, obligations, losses, damages, taxes, claims, actions and suits,    
and any and all reasonable costs, expenses and disbursements (including         
reasonable legal fees and expenses) of any kind and nature whatsoever           
(collectively, "EXPENSES") which may at any time be imposed on, incurred by,    
or asserted against Owner Trustee or any Indemnified Party in any way           
relating to or arising out of the Transaction Documents, the Trust Estate,      
the acceptance and administration of the Trust Estate or any action or          
inaction of Owner Trustee; PROVIDED that Transferor shall not be liable for     
or required to indemnify any Indemnified Party from and against Expenses        
arising or resulting from any of the matters described in the third sentence    
of SECTION 6.1 or Expenses for which indemnification is actually received       
under other Transaction Documents; provided further that Transferor shall not   
be liable for or required to indemnify an Indemnified Party from and against    
expenses arising or resulting from (i) the Indemnified Party's own willful      
misconduct, bad faith or gross negligence, or (ii) the inaccuracy of any        
representation or warranty contained in SECTION 6.3. No Indemnified Party       
shall have recourse to the assets pledged under the Indenture with respect to   
any Expenses payable by Transferor pursuant to this SECTION 7.2. An             
Indemnified Party's right to enforce such obligation shall be subject to the    
provisions of SECTION 10.8. The indemnities contained in this SECTION 7.2       
shall survive the resignation and termination of Owner Trustee or the           
termination of this Agreement.                                                  

   Section 7.3. PAYMENTS TO OWNER TRUSTEE. Any amounts paid to Owner
Trustee or any other Indemnified Party pursuant to this ARTICLE VII shall not be
construed to be a part of the Trust Estate.                                     

ARTICLE VIII

TERMINATION OF TRUST AGREEMENT

Section 8.1. TERMINATION OF TRUST AGREEMENT.                  

         (a)      The Trust shall dissolve upon the date specified by Transferor
(the "TRUST TERMINATION DATE", written notice of which shall be provided to     
Owner Trustee), PROVIDED that the Trust Termination Date shall not be earlier   
than the day on which the rights of all Series of Notes to receive payments from
the Trust have terminated. After satisfaction of liabilities of the Trust as    
provided by applicable law, any money or other property held as part of the     
Trust Estate following such distribution shall be distributed to Transferor. The
bankruptcy, liquidation, dissolution, termination, death or incapacity of       
Transferor shall not                                                            

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(x) operate to terminate this Agreement or annul, dissolve or terminate the     
Trust, or (y) entitle Transferor's legal representatives or heirs to claim an   
accounting or to take any action or proceeding in any court for a partition or  
winding up of all or any part of the Trust or Trust Estate or (z) otherwise     
affect the rights, obligations and liabilities of the parties hereto.           

   (b)      Except as provided in SECTION 8.1(a), neither Transferor
nor any Holder of the Transferor Interest shall be entitled to revoke,          
dissolve or terminate the Trust.                                                

       (c)      Upon completion of the winding up of the Trust in accordance
with the Business Trust Statute, Owner Trustee shall cause the Certificate of   
Trust to be canceled by filing a certificate of cancellation with the Secretary 
of State of the State of Delaware in accordance with the provisions of Section  
3810 of the Business Trust Statute and thereupon the Trust and this Agreement   
(other than ARTICLES VI and VII and SECTION 10.8) shall terminate.              

ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

        Section 9.1. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. Owner Trustee
shall at all times be a Person satisfying the provisions of Section 3807(a) of  
the Business Trust Statute; authorized to exercise trust powers; having a       
combined capital and surplus of at least $50,000,000 and subject to supervision 
or examination by federal or state authorities; and having (or having a parent  
which has) a rating of at least Baa3 by Moody's, at least BBB- by Standard &    
Poor's and, if rated by Fitch, at least BBB- by Fitch, or otherwise satisfactory
to each Rating Agency. If such Person shall publish reports of condition at     
least annually, pursuant to law or to the requirements of the aforesaid         
supervising or examining authority, then for the purpose of this SECTION 9.1,   
the combined capital and surplus of such Person shall be deemed to be its       
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time Owner Trustee shall cease to be eligible in   
accordance with the provisions of this SECTION 9.1, Owner Trustee shall resign  
immediately in the manner and with the effect specified in SECTION 9.2.         

         Section 9.2. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. Owner Trustee may
at any time resign and be discharged from the trusts hereby created by giving   
written notice thereof to Transferor; PROVIDED, HOWEVER, that such resignation  
and discharge shall only be effective upon the appointment of a successor Owner 
Trustee. Upon receiving such notice of resignation, Transferor shall promptly   
appoint a successor Owner Trustee by written instrument, in duplicate, one copy 
of which instrument shall be delivered to the resigning Owner Trustee and one   
copy to the successor Owner Trustee. If no successor Owner Trustee shall have   
been so appointed and have accepted appointment within thirty (30) days after   
the giving of such notice of resignation, the resigning Owner Trustee at the    
expense                                                                         

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of Transferor may petition any court of competent jurisdiction for the          
appointment of a successor Owner Trustee.                                       

       If at any time Owner Trustee shall cease to be eligible in accordance
with the provisions of SECTION 9.1 and shall fail to resign after written       
request therefor by Transferor, or if at any time Owner Trustee shall be legally
unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of     
Owner Trustee or of its property shall be appointed, or any public officer shall
take charge or control of Owner Trustee or of its property or affairs for the   
purpose of rehabilitation, conservation or liquidation, then Transferor may, but
shall not be required to, remove Owner Trustee. If Transferor shall remove Owner
Trustee under the authority of the immediately preceding sentence, Transferor   
shall promptly (i) appoint a successor Owner Trustee by written instrument, in  
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed and one copy to the successor Owner Trustee and (ii) pay all 
amounts owed to the outgoing Owner Trustee in its individual capacity.          

  Any resignation or removal of Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this SECTION 9.2   
shall not become effective until acceptance of appointment by the successor     
Owner Trustee pursuant to SECTION 9.3 and, in the case of removal, payment of   
all fees and expenses owed to the outgoing Owner Trustee (as such or in its     
individual capacity). Transferor shall provide notice of such resignation or    
removal of Owner Trustee to each Rating Agency.                                 

   Section 9.3. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to SECTION 9.2 shall execute, acknowledge and deliver to     
Transferor and to its predecessor Owner Trustee an instrument accepting such    
appointment under this Agreement, and thereupon the resignation or removal of   
the predecessor Owner Trustee shall become effective and such successor Owner   
Trustee, without any further act, deed or conveyance, shall become fully vested 
with all the rights, powers, duties, and obligations of its predecessor under   
this Agreement, with like effect as if originally named as Owner Trustee. The   
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it  
under this Agreement; and Transferor and the predecessor Owner Trustee shall    
execute and deliver such instruments and do such other things as may reasonably 
be required for fully and certainly vesting and confirming in the successor     
Owner Trustee all such rights, powers, duties, and obligations.                 

         No successor Owner Trustee shall accept appointment as provided in this
SECTION 9.3 unless at the time of such acceptance such successor Owner Trustee  
shall be eligible pursuant to SECTION 9.1.                                      

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this SECTION 9.3, Transferor shall mail notice of such acceptance of appointment
including the name of such successor Owner Trustee to Transferor, Indenture     

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Trustee, the Noteholders and each Rating Agency. If Transferor shall fail to    
mail such notice within ten (10) days after acceptance of appointment by the    
successor Owner Trustee, the successor Owner Trustee shall cause such notice to 
be mailed at the expense of Transferor.                                         

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this SECTION 9.3, such successor Owner Trustee shall file an amendment to the   
Certificate of Trust with the Secretary of State of the State of Delaware       
identifying the name and principal place of business of such successor Owner    
Trustee in the State of Delaware.                                               

        Section 9.4. MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Notwithstanding
anything herein to the contrary, any Person into which Owner Trustee may be     
merged or converted or with which it may be consolidated, or any Person         
resulting from any merger, conversion or consolidation to which Owner Trustee   
shall be a party, or any Person succeeding to all or substantially all of the   
corporate trust business of Owner Trustee, shall be the successor of Owner      
Trustee hereunder (PROVIDED that such Person shall meet the eligibility         
requirements set forth in SECTION 9.1), without the execution or filing of any  
instrument or any further act on the part of any of the parties hereto; PROVIDED
FURTHER that (a) Owner Trustee shall mail notice of such merger or consolidation
to each Rating Agency and (b) Owner Trustee shall file any necessary amendments 
to the Certificate of Trust with the Secretary of State of the State of         
Delaware.                                                                       

Section 9.5. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.   
Notwithstanding any other provisions of this Agreement, at any time, for the    
purpose of meeting any legal requirements of any jurisdiction in which any part 
of the Trust Estate may at the time be located, Transferor and Owner Trustee    
acting jointly shall have the power and shall execute and deliver all           
instruments to appoint one or more Persons approved by each of Transferor and   
Owner Trustee to act as co-trustee, jointly with Owner Trustee, or separate     
trustee or separate trustees, of all or any part of the Trust Estate, and to    
vest in such Person, in such capacity, such title to the Trust, or any part     
thereof, and, subject to the other provisions of this SECTION 9.5, such powers, 
duties, obligations, rights and trusts as Transferor and Owner Trustee may      
consider necessary or desirable. If Transferor shall not have joined in such    
appointment within fifteen (15) days after the receipt by it of a request so to 
do, Owner Trustee alone shall have the power to make such appointment. no       
co-trustee or separate trustee under this Agreement shall be required to meet   
the terms of eligibility as a successor trustee pursuant to SECTION 9.1 and no  
notice of the appointment of any co-trustee or separate trustee shall be        
required pursuant to SECTION 9.3.                                               

        Each 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 Owner Trustee shall be conferred upon and exercised or

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    performed by Owner 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 Owner 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, Owner 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 Trust 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 Owner Trustee;

                (ii)     no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
Agreement; and                                                

               (iii)    Transferor and Owner Trustee acting jointly may at
      any time accept the resignation of or remove any separate trustee or
co-trustee.                                                   

      Any notice, request or other writing given to Owner 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 Agreement and the conditions 
of this ARTICLE IX. 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 Owner Trustee or separately, 
as may be provided therein, subject to all the provisions of this Agreement,    
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, Owner Trustee. Each 
such instrument shall be filed with Owner Trustee and a copy thereof given to   
Transferor.                                                                     

  Any separate trustee or co-trustee may at any time appoint Owner
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  
Agreement 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 Owner 
Trustee, to the extent permitted by law, without the appointment of a new or    
successor trustee.                                                              

ARTICLE X 

 MISCELLANEOUS

         Section 10.1. SUPPLEMENTS AND AMENDMENTS. This Agreement may be amended
from time to time, by a written amendment duly executed and delivered by        
Transferor and Owner Trustee, without the consent of any of the Noteholders, to 
cure any ambiguity, to correct or supplement any provisions in this Agreement or
to add any other provisions with respect to matters or questions raised under   

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this Agreement which shall not be inconsistent with the provisions of this      
Agreement; PROVIDED, HOWEVER, that such amendment will not, as evidenced by an  
Officer's Certificate of Transferor addressed and delivered to Owner Trustee and
Indenture Trustee, materially and adversely affect the interest of any          
Noteholder. In addition, this Agreement may be amended from time to time, by a  
written amendment duly executed and delivered by Transferor and Owner Trustee,  
without the consent of any of the Noteholders, and upon satisfaction of the     
Rating Agency Condition, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or         
modifying in any manner the rights of the Noteholders; PROVIDED, HOWEVER, that  
such amendment will not (i) as evidenced by an Officer's Certificate of         
Transferor addressed and delivered to Owner Trustee and Indenture Trustee,      
materially and adversely affect the interest of any Noteholder and (ii) as      
evidenced by an Opinion of Counsel addressed and delivered to Owner Trustee and 
Indenture Trustee, cause the Trust to be classified as an association (or a     
publicly traded partnership) taxable as a corporation for federal income tax    
purposes; PROVIDED, FURTHER, that SECTION 2.3 of this Agreement may be amended  
only with the consent of the Holders of Notes evidencing not less than a        
majority of the Outstanding Amount of the Notes. Additionally, notwithstanding  
the preceding sentence, this Agreement will be amended by Transferor and Owner  
Trustee without the consent of Indenture Trustee or any of the Noteholders to   
add, modify or eliminate such provisions as may be necessary or advisable in    
order to enable all or a portion of the Trust (i) to qualify as, and to permit  
an election to be made to cause the Trust 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 the Trust's property or its income; PROVIDED,        
HOWEVER, that (i) Transferor delivers to Indenture Trustee and Owner Trustee an 
Officer's Certificate to the effect that the proposed amendments meet the       
requirements set forth in this subsection, (ii) the Rating Agency Condition     
shall have been satisfied with respect to such amendment and (iii) such         
amendment does not affect the rights, benefits, protections, privileges,        
immunities, duties or obligations of Owner Trustee hereunder. The amendments    
which Transferor may make without the consent of Noteholders pursuant to the    
preceding sentence may include the addition of a Transferor of Receivables.     

   This Agreement may also be amended from time to time by a written
amendment duly executed and delivered by Transferor and Owner Trustee, with the 
consent of Indenture Trustee and the Holders of Notes evidencing not less than  
66 2/3% of the Outstanding Amount of the Notes, for the purpose of adding any   
provisions to or changing in any manner or eliminating any of the provisions of 
this Agreement or of modifying in any manner the rights of the Noteholders;     
PROVIDED, HOWEVER, that without the consent of all Noteholders, no such         
amendment shall (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    

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Outstanding Amount of the Notes, the Holders of which are required to consent to
any such amendment; PROVIDED FURTHER, that such amendment will not, as evidenced
by an Opinion of Counsel addressed and delivered to Owner Trustee and Indenture 
Trustee, cause the Trust to be classified as an association (or a publicly      
traded partnership) taxable as a corporation for federal income tax purposes.   

Promptly after the execution of any such amendment or consent,
Transferor shall furnish written notification of the substance of such amendment
or consent to Indenture Trustee and each Rating Agency.                         

       It shall not be necessary for the consent of the Noteholders pursuant
to this SECTION 10.1 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance 
thereof                                                                         

     Promptly after the execution of any amendment to the Certificate of
Trust, Owner Trustee shall cause the filing of such amendment with the Secretary
of State of the State of Delaware.                                              

Owner Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer's Certificate of Transferor to the effect 
that the conditions to amendment have been satisfied.                           

   Owner Trustee may, but shall not be obligated to, enter into, and
unless it has consented thereto in writing shall not be bound by, any amendment 
which affects Owner Trustee's own rights, duties, benefits, protections,        
privileges or immunities (as such or in its individual capacity) under this     
Agreement or otherwise.                                                         

        Section 10.2. NO LEGAL TITLE TO TRUST ESTATE IN TRANSFEROR. Transferor
shall not have legal title to any part of the Trust Estate. No transfer, by     
operation of law or otherwise, of any right, title, and interest of Transferor  
to and in its undivided beneficial interest in the Trust Estate shall operate to
terminate this Agreement or annul, dissolve or terminate the Trust or entitle   
any transferee to an accounting or to the transfer to it of legal title to any  
part of the Trust Estate.                                                       

       Section 10.3. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of Owner Trustee (as such or in its        
individual capacity), the other Indemnified Parties, Transferor, and, to the    
extent expressly provided herein, Indenture Trustee and the Noteholders, and    
nothing in this Agreement, whether express or implied, shall be construed to    
give to any other Person any legal or equitable right, remedy or claim in the   
Trust Estate or under or in respect of this Agreement or any covenants,         
conditions or provisions contained herein.                                      

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Section 10.4. NOTICES. Unless otherwise expressly specified or
permitted by the terms hereof, all notices and other communications shall be in 
writing and shall be deemed given upon receipt by the intended recipient or     
three (3) Business Days after mailing if mailed by certified mail, postage      
prepaid (except that notice to Owner Trustee, Transferor or Indenture Trustee   
shall be deemed given only upon actual receipt by Owner Trustee, Transferor or  
Indenture Trustee), if to Owner Trustee, addressed to the Corporate Trust       
Office; if to Indenture Trustee, addressed to BNY Midwest Trust Company, 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602; if to Transferor, addressed
to WFN Credit Company, LLC, 220 West Schrock Road, Westerville, Ohio 43801,     
Attn: President; or, as to each party, at such other address as shall be        
designated by such party in a written notice to each other party.               

     Section 10.5. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, 
be ineffective to the extent of such prohibition or unenforceability without    
invalidating the remaining provisions hereof, and any such prohibition or       
unenforceability in any jurisdiction shall not invalidate or render             
unenforceable such provision in any other jurisdiction.                         

        Section 10.6. SEPARATE COUNTERPARTS. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and 
delivered shall be an original, but all such counterparts shall together        
constitute but one and the same instrument.                                     

    Section 10.7. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, Transferor 
and its permitted assignees and Owner Trustee (as such or in its individual     
capacity) and its successors, all as herein provided. Any request, notice,      
direction, consent, waiver or other instrument or action by Transferor shall    
bind the successors and assigns of Transferor.                                  

 Section 10.8. NON-PETITION COVENANTS. Notwithstanding any prior
termination of the Trust or this Agreement, Chase Manhattan Bank USA, National  
Association, individually or in its capacity as Owner Trustee, shall not at any 
time institute against the Trust, Transferor or Certificate Trust, or solicit or
join or cooperate with or encourage any institution against the Trust,          
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        
obligation relating to the Notes, this Agreement or any of the Transaction      
Documents; PROVIDED, HOWEVER, that this SECTION 10.8 shall not operate to       
preclude any remedy described in ARTICLE V of the Indenture.                    

       Notwithstanding any prior termination of the Trust or this Agreement,
Transferor shall not at any time institute against the Trust or Certificate     
Trust, or solicit or join or cooperate with or encourage any institution against
the Trust or                                                                    

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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 Agreement or any of the Transaction Documents; PROVIDED,        
HOWEVER, that this SECTION 10.8 shall not operate to preclude any remedy        
described in ARTICLE V of the Indenture.                                        

         Section 10.9. NO RECOURSE. Each Person holding or owning the Transferor
Interest (or any interest therein), by accepting the Transferor Interest (or its
interest therein), acknowledges that the Transferor Interest does not represent 
an interest in or obligation of Servicer, Owner Trustee (as such or in its      
individual capacity), Indenture Trustee or any Affiliate thereof (other than the
Trust), and no recourse may be had against such parties or their assets, or     
against the assets pledged under the Indenture, except as expressly provided in 
the Transaction Documents.                                                      

   Section 10.10. HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or   
limit any of the terms or provisions hereof.                                    

    Section 10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS     
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE     
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.             

         Section 10.12. INTEGRATION OF DOCUMENTS. This Agreement constitutes the
entire agreement of the parties hereto and thereto with respect to the subject  
matter hereof and supersedes all prior agreements relating to the subject matter
hereof.                                                                         

[Signature Page to Follow]

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the  
day and year first above written.                                               

               CHASE MANHATTAN BANK USA,
           NATIONAL ASSOCIATION,
      as Owner Trustee

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

              WFN CREDIT COMPANY, LLC,
   as Transferor

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

S-1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		8/31/01
For Period End:		8/21/01							8-K
		8/1/01		1		5
		7/27/01		5
									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