exv4w3






Exhibit 4.3




EXECUTION COPY




WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST




Issuer




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




Indenture Trustee




Series 2009-D INDENTURE SUPPLEMENT




Dated as of August 13, 2009









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I. CREATION OF THE SERIES 2009-D NOTES
	 	 	 	 
	Section 1.1 Designation
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II. DEFINITIONS
	 	 	 	 
	Section 2.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE III. NOTEHOLDER SERVICING FEE
	 	 	 	 
	Section 3.1 Servicing Compensation
	 	 	16	 
	Section 3.2 Covenants
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV. RIGHTS OF SERIES 2009-D NOTEHOLDERS AND ALLOCATION AND
APPLICATION OF COLLECTIONS
	 	 	 	 
	Section 4.1 Collections and Allocations
	 	 	16	 
	Section 4.2 Determination of Monthly Interest
	 	 	19	 
	Section 4.3 Determination of Monthly Principal
	 	 	21	 
	Section 4.4 Application of Available Finance Charge Collections and Available
Principal Collections
	 	 	21	 
	Section 4.5 Investor Charge-Offs
	 	 	24	 
	Section 4.6 Reallocated Principal Collections
	 	 	24	 
	Section 4.7 Excess Finance Charge Collections
	 	 	24	 
	Section 4.8 Shared Principal Collections
	 	 	25	 
	Section 4.9 Certain Series Accounts
	 	 	25	 
	Section 4.10 Reserve Account
	 	 	26	 
	Section 4.11 Cash Collateral Account
	 	 	28	 
	Section 4.12 Spread Account
	 	 	29	 
	Section 4.13 Investment Instructions
	 	 	31	 
	Section 4.14 Controlled Accumulation Period
	 	 	31	 
	Section 4.15 Suspension of Controlled Accumulation Period
	 	 	32	 
	 
	 	 	 	 
	ARTICLE V. DELIVERY OF SERIES 2009-D NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2009-D NOTEHOLDERS
	 	 	 	 
	Section 5.1 Delivery and Payment for the Series 2009-D Notes
	 	 	33	 
	Section 5.2 Distributions
	 	 	34	 
	Section 5.3 Reports and Statements to Series 2009-D Noteholders
	 	 	34	 
	 
	 	 	 	 
	ARTICLE VI. SERIES 2009-D EARLY AMORTIZATION EVENTS
	 	 	 	 
	Section 6.1 Series 2009-D Early Amortization Events
	 	 	35	 






i









 





TABLE OF CONTENTS 
 (continued)




	 	 	 	 	 
	 	 	Page
	Section 6.2 Notice of Series 2009-D Early Amortization Events
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VII. REDEMPTION OF SERIES 2009-D NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
	 	 	 	 
	Section 7.1 Optional Redemption of Series 2009-D Notes; Final Distributions
	 	 	37	 
	Section 7.2 Series Termination
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VIII. MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 8.1 Ratification of Indenture; Amendments
	 	 	39	 
	Section 8.2 Form of Delivery of the Series 2009-D Notes
	 	 	39	 
	Section 8.3 Counterparts
	 	 	39	 
	Section 8.4 GOVERNING LAW
	 	 	39	 
	Section 8.5 Limitation of Liability
	 	 	39	 
	Section 8.6 Rights of the Indenture Trustee
	 	 	39	 
	Section 8.7 Additional Provisions
	 	 	40	 
	Section 8.8 Additional Requirements for Registration of and Limitations on Transfer
and Exchange of Notes
	 	 	40	 







ii









 








	 	 	 
	EXHIBITS
	 	 
	 
	EXHIBIT A-1

	 	FORM OF CLASS A NOTE
	EXHIBIT A-2

	 	FORM OF CLASS M NOTE
	EXHIBIT A-3

	 	FORM OF CLASS B NOTE
	EXHIBIT A-4

	 	FORM OF CLASS C NOTE
	EXHIBIT B

	 	FORM OF MONTHLY PAYMENT INSTRUCTIONS AND

NOTIFICATION TO INDENTURE TRUSTEE
	EXHIBIT C

	 	FORM OF MONTHLY NOTEHOLDERS’ STATEMENT
	 
	SCHEDULE I

	 	PERFECTION COVENANTS






 









 





     SERIES 2009-D INDENTURE SUPPLEMENT, dated as of August 13, 2009 (the “Indenture
Supplement”), between WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a statutory trust
organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the
“Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, not in its individual capacity, but solely as indenture trustee (herein, together with
its successors in the trusts thereunder as provided in the Master Indenture referred to below, the
“Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001, between the
Issuer and the Indenture Trustee, as amended by Omnibus Amendment, dated as of March 31, 2003,
among WFN Credit Company, LLC (the “Transferor”), the Issuer, World Financial Network
National Bank, individually and as Servicer, World Financial Network Credit Card Master Trust, The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A. and successor to BNY Midwest Trust Company), as trustee of World Financial Network Credit Card
Master Trust and as Indenture Trustee, and as further amended by Supplemental Indenture No. 1 to
Master Indenture, dated as of August 13, 2003, Supplemental Indenture No. 2 to Master Indenture,
dated as of June 13, 2007, and Supplemental Indenture No. 3 to Master Indenture, dated as of May
27, 2008, each between the Issuer and the Indenture Trustee (as amended, the “Indenture”,
and together with this Indenture Supplement, the “Agreement”).



     Pursuant to Section 2.11 of the Indenture, the Transferor may direct the Owner
Trustee, on behalf of the Issuer, to issue one or more Series of Notes. The Principal Terms of
this Series are set forth in this Indenture Supplement to the Indenture.



ARTICLE I.




Creation of the Series 2009-D Notes




     Section 1.1 Designation.



     (a) There is hereby created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “World Financial Network Credit Card
Master Note Trust, Series 2009-D” or the “Series 2009-D Notes.” The Series 2009-D
Notes shall be issued in four Classes, known as the “Class A Series 2009-D 4.66% Asset Backed
Notes,” (or the “Class A Fixed Rate Asset Backed Notes, Series 2009-D”), the “Class
M Series 2009-D 0.00% Asset Backed Notes” (or the “Class M Fixed Rate Asset Backed Notes,
Series 2009-D”), the “Class B Series 2009-D 0.00% Asset Backed Notes” (or the
“Class B Fixed Rate Asset Backed Notes, Series 2009-D”) and the “Class C Series 2009-D
0.00% Asset Backed Notes” (or the “Class C Fixed Rate Asset Backed Notes, Series
2009-D”).



     (b) Series 2009-D shall be included in Group One and shall be a Principal Sharing Series.
Series 2009-D shall be an Excess Allocation Series with respect to Group One only.



ARTICLE II.




Definitions




     Section 2.1 Definitions.



 









 





     (a) Whenever used in this Indenture Supplement, the following words and phrases shall have the
following meanings, and the definitions of such terms are applicable to the singular as well as the
plural forms of such terms and the masculine as well as the feminine and neuter genders of such
terms.



     “Accumulation Shortfall” means (a) for the first Distribution Date during the
Controlled Accumulation Period, zero; and (b) thereafter, for any Distribution Date during the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the
previous Distribution Date over the amount deposited into the Principal Accumulation Account
pursuant to subsection 4.4(c)(i) for the previous Distribution Date.



     “Additional Interest” means, for any Distribution Date, Class A Additional Interest,
Class M Additional Interest, Class B Additional Interest and Class C Additional Interest for such
Distribution Date.



     “Additional Minimum Transferor Amount” means (a) as of any date of determination
falling in November, December and January of each calendar year, the product of (i) 2% and (ii) the
sum of (A) the Aggregate Principal Receivables and (B) if such date of determination occurs prior
to the Certificate Trust Termination Date, the amount on deposit in the Excess Funding Account and
(b) as of any date of determination falling in any other month, zero; provided that the
amount specified in clause (a) shall be without duplication of the amount specified as the
“Additional Minimum Transferor Amount” in the Series Supplement relating to the Series 2007-VFC
Certificates (or in any future supplement to the Pooling and Servicing Agreement that specifies
such an amount and indicates that such amount is without duplication of the amount specified in
clause (a)) and in the Indenture Supplement relating to the Series 2002-VFN Notes, Series
2004-C Notes, Series 2006-A Notes, Series 2008-A Notes, Series 2008-B Notes, Series 2009-A Notes,
Series 2009-B Notes or Series 2009-C Notes (or in any future Indenture Supplement that specifies
such an amount and indicates that such amount is without duplication of the amount specified in
clause (a)). The Additional Minimum Transferor Amount is specified pursuant to Section
8.7 as an additional amount to be considered part of the Minimum Transferor Amount.



     “Aggregate Investor Default Amount” means, as to any Monthly Period, the sum of the
Investor Default Amounts in respect of such Monthly Period.



     “Allocation Percentage” means, with respect to any Monthly Period, the percentage
equivalent of a fraction:




     (a) the numerator of which shall be equal to:




     (i) for Principal Collections for any Monthly Period during the Revolving
Period and for Finance Charge Collections and Default Amounts at any time, the
Collateral Amount at the end of the last day of the prior Monthly Period (or, in the
case of the Monthly Period in which the Closing Date occurs, on the Closing Date),
less any reductions to be made to the Collateral Amount on account of principal
payments or deposits to the Principal Accumulation Account to be made



2









 







on the Distribution Date falling in the Monthly Period for which the Allocation
Percentage is being calculated; or




     (ii) for Principal Collections for any Monthly Period during the Early
Amortization Period and the Controlled Accumulation Period, the Collateral Amount at
the end of the last day of the Revolving Period, provided, however,
that the Transferor may, by written notice to the Indenture Trustee, the Servicer
and the Rating Agencies, reduce the numerator used for purposes of allocating
Principal Collections to Series 2009-D at any time if (x) the Rating Agency
Condition shall have been satisfied with respect to such reduction and (y) the
Transferor shall have delivered to the Indenture Trustee an Officer’s Certificate to
the effect, based on the facts known to such officer at that time, in the reasonable
belief of the Transferor, such designation will not cause an Early Amortization
Event or an event that, after the giving of notice or the lapse of time, would cause
an Early Amortization Event to occur with respect to Series 2009-D; and




     (b) the denominator of which shall be the greater of (x) the Aggregate Principal
Receivables determined as of the close of business on the last day of the prior Monthly
Period and (y) the sum of the numerators used to calculate the allocation percentages for
allocations with respect to Finance Charge Collections, Principal Collections or Default
Amounts, as applicable, for all outstanding Series and all outstanding Series under (and as
defined in) the Pooling and Servicing Agreement (other than any Series represented by the
Collateral Certificate) on such date of determination; provided, that if one or more
Reset Dates occur in a Monthly Period, the Allocation Percentage for the portion of the
Monthly Period falling on and after such Reset Date and prior to any subsequent Reset Date
will be recalculated for such period as of the close of business on the subject Reset Date.



     “Available Cash Collateral Amount” means with respect to any Transfer Date, an amount
equal to the lesser of (a) the amount on deposit in the Cash Collateral Account (before giving
effect to any deposit to, or withdrawal from, the Cash Collateral Account made or to be made with
respect to such date) and (b) the Required Cash Collateral Amount for such Transfer Date.



     “Available Finance Charge Collections” means, for any Monthly Period, an amount equal
to the sum of (a) the Investor Finance Charge Collections for such Monthly Period, plus (b) the
Excess Finance Charge Collections allocated to Series 2009-D for such Monthly Period, plus (c)
Principal Accumulation Investment Proceeds, if any, with respect to the related Transfer Date, plus
(d) interest and earnings on funds on deposit in the Reserve Account, Cash Collateral Account and
Spread Account which will be deposited into the Finance Charge Account on the related Transfer Date
to be treated as Available Finance Charge Collections pursuant to subsections 4.10(b),
4.11(b) and 4.12(b), respectively, plus (e) amounts, if any, to be withdrawn from
the Reserve Account which will be deposited into the Finance Charge Account on the related Transfer
Date to be treated as Available Finance Charge Collections pursuant to subsection 4.10(d).



     “Available Principal Collections” means, for any Monthly Period, an amount equal to
the sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of



3









 







Reallocated Principal Collections with respect to such Monthly Period which pursuant to
Section 4.6 are required to be applied on the related Transfer Date, plus (c) any Shared
Principal Collections with respect to other Principal Sharing Series (including any amounts on
deposit in the Excess Funding Account that are allocated to Series 2009-D for application as Shared
Principal Collections), plus (d) the aggregate amount to be treated as Available Principal
Collections pursuant to subsections 4.4(a)(vi) and (vii) for the related
Distribution Date.



     “Available Reserve Account Amount” means, for any Transfer Date, the lesser of (a) the
amount on deposit in the Reserve Account (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.10(b) on such date, but before
giving effect to any deposit made or to be made pursuant to subsection 4.4(a)(ix) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.



     “Available Spread Account Amount” means, for any Transfer Date, an amount equal to the
lesser of (a) the amount on deposit in the Spread Account (before giving effect to any deposit to,
or withdrawal from, the Spread Account made or to be made with respect to such date) and (b) the
Required Spread Account Amount, in each case on such Transfer Date.



     “Base Rate” means, for any Monthly Period, the annualized percentage (based on a
360-day year of twelve 30-day months, or in the case of the initial Monthly Period, the actual
number of days and a 360-day year) equivalent of a fraction, the numerator of which is equal to the
sum of (a) the Monthly Interest and (b) the Noteholder Servicing Fee, each with respect to the
related Distribution Date, and the denominator of which is the Collateral Amount plus amounts on
deposit in the Principal Accumulation Account, each as of the close of business on the last day of
such Monthly Period.



     “Cash Collateral Account” is defined in Section 4.11(a).



     “Class A Additional Interest” is defined in subsection 4.2(a).



     “Class A Deficiency Amount” is defined in subsection 4.2(a).



     “Class A Monthly Interest” is defined in subsection 4.2(a).



     “Class A Note Initial Principal Balance” means $245,000,000.



     “Class A Note Interest Rate” means a per annum rate of 4.66%.



     “Class A Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal
payments made to the Class A Noteholders on or prior to such date.



     “Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.



     “Class A Notes” means any one of the Notes executed by the Owner Trustee, on behalf of
the Issuer, and authenticated by or on behalf of the Indenture Trustee, substantially in the form
of Exhibit A-1.



4









 





     “Class A Required Amount” means, for any Distribution Date, an amount equal to the
excess of the amounts described in subsection 4.4(a)(i) over the sum of (a) Available
Finance Charge Collections applied to pay such amount pursuant to subsection 4.4(a) and (b)
any amount withdrawn from the Cash Collateral Account and applied to pay such amount pursuant to
subsection 4.11(c).



     “Class B Additional Interest” is defined in subsection 4.2(c).



     “Class B Deficiency Amount” is defined in subsection 4.2(c).



     “Class B Monthly Interest” is defined in subsection 4.2(c).



     “Class B Note Initial Principal Balance” means $14,731,013.



     “Class B Note Interest Rate” means a per annum rate of 0.00%.



     “Class B Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of principal
payments made to the Class B Noteholders on or prior to such date.



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class B Notes” means any one of the Notes executed by the Owner Trustee, on behalf of
the Issuer, and authenticated by or on behalf of the Indenture Trustee, substantially in the form
of Exhibit A-3.



     “Class B Required Amount” means, for any Distribution Date, an amount equal to the
excess of the amount described in subsection 4.4(a)(iii) over the sum of (a) Available
Finance Charge Collections applied to pay such amount pursuant to subsection 4.4(a) and (b)
any amount withdrawn from the Cash Collateral Account and applied to pay such amount pursuant to
subsection 4.11(c).



     “Class C Additional Interest” is defined in subsection 4.2(d).



     “Class C Deficiency Amount” is defined in subsection 4.2(d).



     “Class C Monthly Interest” is defined in subsection 4.2(d).



     “Class C Note Initial Principal Balance” means $38,765,823.



     “Class C Note Interest Rate” means a per annum rate of 0.00%.



     “Class C Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of principal
payments made to the Class C Noteholders on or prior to such date.



     “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.



5









 





     “Class C Notes” means any one of the Notes executed by the Owner Trustee, on behalf of
the Issuer, and authenticated by or on behalf of the Indenture Trustee, substantially in the form
of Exhibit A-4.



     “Class M Additional Interest” is defined in subsection 4.2(b).



     “Class M Deficiency Amount” is defined in subsection 4.2(b).



     “Class M Monthly Interest” is defined in subsection 4.2(b).



     “Class M Note Initial Principal Balance” means $11,629,747.



     “Class M Note Interest Rate” means a per annum rate of 0.00%.



     “Class M Note Principal Balance” means, on any date of determination, an amount equal
to (a) the Class M Note Initial Principal Balance, minus (b) the aggregate amount of principal
payments made to the Class M Noteholders on or prior to such date.



     “Class M Noteholder” means the Person in whose name a Class M Note is registered in
the Note Register.



     “Class M Notes” means any one of the Notes executed by the Owner Trustee, on behalf of
the Issuer, and authenticated by or on behalf of the Indenture Trustee, substantially in the form
of Exhibit A-2.



     “Class M Required Amount” means, for any Distribution Date, an amount equal to the
excess of the amount described in subsection 4.4(a)(ii) over the sum of (a) Available
Finance Charge Collections applied to pay such amount pursuant to subsection 4.4(a) and (b)
any amount withdrawn from the Cash Collateral Account and applied to pay such amount pursuant to
subsection 4.11(c).



     “Closing Date” means August 13, 2009.



     “Collateral Amount” means, as of any date of determination, an amount equal to the
result of (a) the Initial Collateral Amount, minus (b) the amount of principal previously paid to
the Series 2009-D Noteholders (other than any principal payments made from funds on deposit in the
Spread Account), minus (c) the balance on deposit in the Principal Accumulation Account, minus (d)
the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal
Collections over the reimbursements of such amounts pursuant to subsection 4.4(a)(vii)
prior to such date; provided, that, the Collateral Amount will not be less than zero.



     “Controlled Accumulation Amount” means, for any Transfer Date with respect to the
Controlled Accumulation Period, $25,843,882; provided, however, that if the
Controlled Accumulation Period Length is determined to be less than 12 months pursuant to
Section 4.14, the Controlled Accumulation Amount shall be equal to (i) the Note Principal
Balance divided by (ii) the Controlled Accumulation Period Length; provided,
further, that the Controlled Accumulation Amount for any Distribution Date shall not exceed
the Note Principal Balance



6









 







minus any amount already on deposit in the Principal Accumulation Account on such Transfer
Date.



     “Controlled Accumulation Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on July 1, 2012 or such
later date as is determined in accordance with Section 4.14, and ending on the first to
occur of (a) the commencement of the Early Amortization Period and (b) the Series Termination Date.



     “Controlled Accumulation Period Length” is defined in subsection 4.14.



     “Controlled Deposit Amount” means, for any Transfer Date with respect to the
Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount
for such Transfer Date and any existing Accumulation Shortfall.



     “Covered Amount” means an amount, determined as of each Transfer Date for any
Distribution Period, equal to the sum of (a) the product of (i) the Class A Monthly Interest times
(ii) a fraction, (A) the numerator of which is equal to the aggregate amount on deposit in the
Principal Accumulation Account, up to the Class A Note Principal Balance as of the Record Date
preceding such Transfer Date, and (B) the denominator of which is equal to the Class A Note
Principal Balance as of the Record Date preceding such Transfer Date, plus (b) the product of (i)
the Class M Monthly Interest times (ii) a fraction (A) the numerator of which is equal to the
aggregate amount on deposit in the Principal Accumulation Account in excess of the Class A Note
Principal Balance as of the Record Date preceding such Transfer Date, up to the Class M Note
Principal Balance as of the Record Date preceding such Transfer Date, and (B) the denominator of
which is equal to the Class M Note Principal Balance as of the Record Date preceding such Transfer
Date, plus (c) the product of (i) the Class B Monthly Interest times (ii) a fraction (A) the
numerator of which is equal to the aggregate amount on deposit in the Principal Accumulation
Account in excess of the sum of the Class A Note Principal Balance and the Class M Note Principal
Balance as of the Record Date preceding such Transfer Date, up to the Class B Note Principal
Balance as of the Record Date preceding such Transfer Date, and (B) the denominator of which is
equal to the Class B Note Principal Balance as of the Record Date preceding such Transfer Date,
plus (d) the product of (i) the Class C Monthly Interest times (ii) a fraction (A) the numerator of
which is equal to the aggregate amount on deposit in the Principal Accumulation Account in excess
of the sum of the Class A Note Principal Balance, the Class M Note Principal Balance and the Class
B Note Principal Balance, in each case as of the Record Date preceding such Transfer Date, up to
the Class C Note Principal Balance as of the Record Date preceding such Transfer Date, and (B) the
denominator of which is equal to the Class C Note Principal Balance as of the Record Date preceding
such Transfer Date.



     “Default Amount” means, as to any Defaulted Account, the amount of Principal
Receivables (other than Ineligible Receivables, unless there is an Insolvency Event with respect to
WFN or the Transferor) in such Defaulted Account on the day it became a Defaulted Account.



     “Defaulted Account” means an Account in which there are Defaulted Receivables.



     “Dilution” means any downward adjustment made by Servicer in the amount of any
Receivable (a) because of a rebate, refund or billing error to an accountholder, (b) because such



7









 







Receivable was created in respect of merchandise which was refused or returned by an
accountholder or because such Receivable is an Excess Fraud Receivable or (c) for any other reason
other than receiving Collections therefor or charging off such amount as uncollectible.



     “Distribution Account” is defined in subsection 4.9(a).



     “Distribution Date” means September 15, 2009 and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.



     “Distribution Period” means, for any Distribution Date, the period from and including
the Distribution Date immediately preceding such Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date) to but excluding such Distribution Date.



     “Early Amortization Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2009-D Early Amortization Event is deemed to occur and ending
on the Series Termination Date.



     “Eligible Investments” is defined in Annex A to the Indenture; provided that
solely for purposes of Section 4.12(b), references within the definition of “Eligible
Investments” to the “highest investment category” of S&P shall mean A-2 and of Moody’s shall mean
P-2.



     “Excess Spread Percentage” means, for any Monthly Period, a percentage equal to the
Portfolio Yield for such Monthly Period, minus the Base Rate for such Monthly Period.



     “Expected Principal Payment Date” means the July 2013 Distribution Date.



     “Finance Charge Account” is defined in Section 4.9(a).



     “Finance Charge Collections” means Collections of Finance Charge Receivables.



     “Finance Charge Shortfall” is defined in Section 4.7.



     “FRBNY” is defined in Section 6.2.



     “Group One” means Series 2002-VFN, Series 2004-C, Series 2006-A, Series 2008-A, Series
2008-B, Series 2009-A, Series 2009-B, Series 2009-C, Series 2009-D, the outstanding Series under
(and as defined in) the Pooling and Servicing Agreement (other than Series represented by the
Collateral Certificate) and each other Series hereafter specified in the related Indenture
Supplement to be included in Group One.



     “Initial Collateral Amount” means $310,126,583.



     “Investment Earnings” means, for any Distribution Date, all interest and earnings on
Eligible Investments included in the Spread Account (net of losses and investment expenses) during
the period commencing on and including the Distribution Date immediately preceding such
Distribution Date and ending on but excluding such Distribution Date.



     “Investor Charge-Offs” is defined in Section 4.5.



8









 





     “Investor Default Amount” means, with respect to any Defaulted Account, an amount
equal to the product of (a) the Default Amount and (b) the Allocation Percentage on the day such
Account became a Defaulted Account.



     “Investor Finance Charge Collections” means, for any Monthly Period, an amount equal
to the aggregate amount of Finance Charge Collections (including Net Recoveries treated as Finance
Charge Collections) retained or deposited in the Finance Charge Account for Series 2009-D pursuant
to subsection 4.1(b)(i) for such Monthly Period.



     “Investor Principal Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the Principal Account for Series
2009-D pursuant to subsection 4.1(b)(ii) for such Monthly Period.



     “Investor Uncovered Dilution Amount” means an amount equal to the product of (x) the
Series Allocation Percentage for the related Monthly Period (determined on a weighted average
basis, if one or more Reset Dates occur during that Monthly Period), times (y) the aggregate
Dilutions occurring during that Monthly Period as to which any deposit is required to be made to
the Excess Funding Account pursuant to Section 3.9(a) of the Transfer and Servicing
Agreement or Section 3.9(a) of the Pooling and Servicing Agreement but has not been made;
provided that, if the Transferor Amount is greater than zero at the time the deposit
referred to in clause (y) is required to be made, the Investor Uncovered Dilution Amount
for such amount to be deposited shall be deemed to be zero.



     “Minimum Transferor Amount” means (a) prior to the Certificate Trust Termination Date,
the “Minimum Transferor Amount” under (and as defined in) the Pooling and Servicing Agreement and
(b) on and after the Certificate Trust Termination Date, the “Minimum Transferor Amount” as defined
in Annex A to the Indenture.



     “Monthly Interest” means, for any Distribution Date, the sum of the Class A Monthly
Interest, the Class M Monthly Interest, the Class B Monthly Interest, and the Class C Monthly
Interest for such Distribution Date.



     “Monthly Period” means the period from and including the first day of the calendar
month preceding a related Distribution Date to and including the last day of such calendar month;
provided that the Monthly Period related to the September 2009 Distribution Date shall mean
the period from and including the Closing Date to and including the last day of August, 2009.



     “Monthly Principal” is defined in Section 4.3.



     “Monthly Principal Reallocation Amount” means, for any Monthly Period, an amount equal
to the sum of:




     (a) the lower of (i) the Class A Required Amount and (ii) the greater of (A)(x) the
product of (I) 21.0% and (II) the Initial Collateral Amount minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the
previous Distribution Date) and (B) zero;



9









 






     (b) the lower of (i) the Class M Required Amount and (ii) the greater of (A)(x) the
product of (I) 17.25% and (II) the Initial Collateral Amount minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the
previous Distribution Date and as required in clause (a) above) and (B) zero; and;
and




     (c) the lower of (i) the sum of the Class B Required Amount and the Servicing Fee
Required Amount and (ii) the greater of (A)(x) the product of (I) 12.5% and (II) the Initial
Collateral Amount minus (y) the amount of unreimbursed Investor Charge-Offs (after giving
effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Distribution Date and as required in clauses
(a) and (b) above) and (B) zero.



     “Note Principal Balance” means, on any date of determination, an amount equal to the
sum of the Class A Note Principal Balance, the Class M Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance.



     “Noteholder Servicing Fee” is defined in Section 3.1.



     “Percentage Allocation” is defined in subsection 4.1(b)(ii)(y).



     “Portfolio Yield” means, for any Monthly Period, the annualized percentage (based on a
360-day year of twelve 30-day months, or in the case of the initial Monthly Period, the actual
number of days and a 360-day year) equivalent of a fraction, (a) the numerator of which is equal to
(i) the Available Finance Charge Collections (excluding any Excess Finance Charge Collections),
minus (ii) the Aggregate Investor Default Amount and the Investor Uncovered Dilution Amount for
such Monthly Period and (b) the denominator of which is the Collateral Amount plus amounts on
deposit in Principal Accumulation Account, each as of the close of business on the last day of such
Monthly Period.



     “Principal Account” is defined in subsection 4.9(a).



     “Principal Accumulation Account” is defined in subsection 4.9(a).



     “Principal Accumulation Account Balance” means, for any date of determination, the
principal amount, if any, on deposit in the Principal Accumulation Account on such date of
determination.



     “Principal Accumulation Investment Proceeds” means, with respect to each Transfer
Date, the investment earnings on funds in the Principal Accumulation Account (net of investment
expenses and losses) for the period from and including the immediately preceding Transfer Date to
but excluding such Transfer Date.



     “Principal Collections” means Collections of Principal Receivables.



     “Principal Shortfall” is defined in Section 4.8.



10









 





     “Qualified Maturity Agreement” means an agreement whereby an Eligible Institution
agrees to make a deposit into the Principal Accumulation Account on the Expected Principal Payment
Date in an amount equal to the initial Note Principal Balance.



     “Quarterly Excess Spread Percentage” means (a) with respect to the September 2009
Distribution Date, the Excess Spread Percentage for such Distribution Date, (b) with respect to the
October 2009 Distribution Date, the percentage equivalent of a fraction the numerator of which is
the sum of (i) the Excess Spread Percentage for the September 2009 Distribution Date and (ii) the
Excess Spread Percentage with respect to the October 2009 Distribution Date and the denominator of
which is two, (c) with respect to the November 2009 Distribution Date, the percentage equivalent of
a fraction the numerator of which is the sum of (i) the Excess Spread Percentage for the September
2009 Distribution Date (ii) the Excess Spread Percentage with respect to the October 2009
Distribution Date and (iii) the Excess Spread Percentage with respect to the November 2009
Distribution Date and the denominator of which is three and (d) with respect to the December 2009
Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction
the numerator of which is the sum of the Excess Spread Percentages determined with respect to such
Distribution Date and the immediately preceding two Distribution Dates and the denominator of which
is three.



     “Rating Agency” means each of Fitch, Standard & Poor’s and DBRS, Inc.



     “Rating Agency Condition” means, notwithstanding anything to the contrary in the
Indenture, with respect to Series 2009-D and any action subject to such condition, (i) S&P and DBRS
shall have notified the Issuer in writing that such action will not result in a reduction or
withdrawal of their respective ratings of any outstanding Class of Series 2009-D Notes and (ii) 10
days’ prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice
as is practicable) to Fitch delivered electronically to notifications.abs@fitchratings.com.



     “Reallocated Principal Collections” means, for any Transfer Date, Investor Principal
Collections applied in accordance with Section 4.6 in an amount not to exceed the Monthly
Principal Reallocation Amount for the related Monthly Period.



     “Reassignment Amount” means, for any Transfer Date, after giving effect to any
deposits and distributions otherwise to be made on the related Distribution Date, the sum of (i)
the Note Principal Balance on the related Distribution Date, plus (ii) Monthly Interest for the
related Distribution Date and any Monthly Interest previously due but not distributed to the Series
2009-D Noteholders, plus (iii) the amount of Additional Interest, if any, for the related
Distribution Date and any Additional Interest previously due but not distributed to the Series
2009-D Noteholders on a prior Distribution Date.



     “Required Cash Collateral Amount” means, for any Transfer Date, the greater of (a) an
amount (rounded up to the nearest dollar) equal to 4.0% of the Collateral Amount (after taking into
account deposits to the Principal Accumulation Account on such Transfer Date and payments to be
made on the related Distribution Date), and (b) for any Transfer Date occurring on or after the
commencement of the Early Amortization Period, an amount equal to 4.0% of the Collateral Amount as
of the close of business on the last day of the Revolving Period; provided that the
Required Cash Collateral Amount will never exceed the Note Principal Balance, minus



11









 







the Principal Accumulation Account Balance (after taking into account deposits to the
Principal Accumulation Account on such Transfer Date and payments to be made on the related
Distribution Date); and provided, further, that the Transferor may reduce the
Required Cash Collateral Amount at any time if the Indenture Trustee has been provided evidence
that the Rating Agency Condition has been satisfied.



     “Required Draw Amount” is defined in subsection 4.11(c).



     “Required Principal Balance” means (a) prior to the Certificate Trust Termination
Date, the “Required Principal Balance” under (and as defined in) the Pooling and Servicing
Agreement and (b) on and after the Certificate Trust Termination Date, the “Required Principal
Balance” as defined in Annex A to the Indenture.



     “Required Reserve Account Amount” means, for any Transfer Date on or after the Reserve
Account Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance or (b) any other
amount designated by the Transferor; provided, however, that if such designation is
of a lesser amount, the Transferor shall (i) provide the Servicer and the Indenture Trustee with
evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to the
Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Transferor, such designation
will not cause an Early Amortization Event or an event that, after the giving of notice or the
lapse of time, would cause an Early Amortization Event to occur with respect to Series 2009-D.



     “Required Retained Transferor Percentage” means, for purposes of Series 2009-D, 4.0%.



     “Required Spread Account Amount” means, for any Distribution Date, (a) the product of
(i) the Spread Account Percentage in effect on such date and (ii) during (x) the Revolving Period,
the Collateral Amount, and (y) thereafter, the Collateral Amount as of the last day of the
Revolving Period; provided that after the occurrence of an Event of Default resulting in
acceleration of the Series 2009-D Notes, the Required Spread Account Amount shall equal the Note
Principal Balance (after taking into account any payments to be made on such Distribution Date);
and provided, further, that, except as described in the preceding proviso
following the acceleration of the Series 2009-D Notes in no event will the Required Spread Account
Amount exceed the Class C Note Principal Balance (after taking into account any payments to be made
on such Distribution Date).



     “Reserve Account” is defined in subsection 4.10(a).



     “Reserve Account Funding Date” means the Transfer Date designated by the Servicer
which occurs not later than the Transfer Date with respect to the Monthly Period which commences 3
months prior to the commencement of the Controlled Accumulation Period (which commencement shall be
subject to postponement pursuant to Section 4.14); provided, however, that
subject to satisfaction of the Rating Agency Condition, the Reserve Account Funding Date may be any
date selected by the Servicer.



     “Reserve Account Surplus” means, as of any Transfer Date following the Reserve Account
Funding Date, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the
Required Reserve Account Amount.



12









 





     “Reserve Draw Amount” means, with respect to each Transfer Date relating to the
Controlled Accumulation Period or the first Transfer Date relating to the Early Amortization
Period, the amount, if any, by which the Principal Accumulation Investment Proceeds for such
Distribution Date are less than the Covered Amount determined as of such Transfer Date.



     “Reset Date” means:




     (a) each Addition Date and each “Addition Date” (as such term is defined in the Pooling
and Servicing Agreement), in each case relating to Supplemental Accounts;




     (b) each Removal Date and each “Removal Date” (as such term is defined in the Pooling
and Servicing Agreement) on which, if any Series of Notes or any Series under (and as
defined in) the Pooling and Servicing Agreement has been paid in full, Principal Receivables
equal to the Initial Collateral Amount for that Series are removed from the Receivables
Trust;




     (c) each date on which there is an increase in the outstanding balance of any Variable
Interest or “Variable Interest” (as such term is defined in the Pooling and Servicing
Agreement); and




     (d) each date on which a new Series, Class or subclass of Notes is issued and each date
on which a new “Series” or “Class” (each as defined in the Pooling and Servicing Agreement)
of investor certificates is issued by the Certificate Trust.



     “Revolving Period” means the period beginning on the Closing Date and ending at the
close of business on the day immediately preceding the earlier of the day the Controlled
Accumulation Period commences or the day the Early Amortization Period commences.



     “Series 2009-D” means the Series of Notes the terms of which are specified in this
Indenture Supplement.



     “Series 2009-D Early Amortization Event” is defined in Section 6.1.



     “Series 2009-D Final Maturity Date” means the May 2017 Distribution Date.



     “Series 2009-D Note” means a Class A Note, a Class M Note, a Class B Note or a Class C
Note.



     “Series 2009-D Noteholder” means a Class A Noteholder, a Class M Noteholder, a Class B
Noteholder or a Class C Noteholder.



     “Series Account” means, (a) with respect to Series 2009-D, the Finance Charge Account,
the Principal Account, the Principal Accumulation Account, the Distribution Account, the Cash
Collateral Account, the Reserve Account and the Spread Account, and (b) with respect to any other
Series, the “Series Accounts” for such Series as specified in the Indenture and the applicable
Indenture Supplement for such Series.



13









 





     “Series Allocation Percentage” means, with respect to any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is the Allocation Percentage for
Finance Charge Collections for that Monthly Period and the denominator of which is the sum of the
Allocation Percentages for Finance Charge Receivables for all outstanding Series on such date of
determination; provided that if one or more Reset Dates occur in a Monthly Period, the
Series Allocation Percentage for the portion of the Monthly Period falling on and after each such
Reset Date and prior to any subsequent Reset Date will be determined using a denominator which is
equal to the sum of the numerators used in determining the Allocation Percentage for Finance Charge
Receivables for all outstanding Series as of the close of business on the subject Reset Date.



     “Series Servicing Fee Percentage” means 2% per annum.



     “Series Termination Date” means the earliest to occur of (a) the date on which the
Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to
zero and (c) the Series 2009-D Final Maturity Date.



     “Servicing Fee Required Amount” means, for any Distribution Date, an amount equal to
the excess of the amount described in subsection 4.4(a)(iv) over the sum of (a) the
Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.4(a)
and (b) any amount withdrawn from the Cash Collateral Account and applied to pay such amount
pursuant to subsection 4.11(c).



     “Specified Transferor Amount” means, at any time, the Minimum Transferor Amount
(including the Additional Minimum Transferor Amount, if any) at that time.



     “Spread Account” is defined in subsection 4.12(a).



     “Spread Account Deficiency” means the excess, if any, of the Required Spread Account
Amount over the Available Spread Account Amount.



     “Spread Account Percentage” means, for any Distribution Date, (i) 0.00% if the
Quarterly Excess Spread Percentage on such Distribution Date is greater than or equal to 6.5%, (ii)
0.50% if the Quarterly Excess Spread Percentage on such Distribution Date is less than 6.5% and
greater than or equal to 6.0%, (iii) 1.75% if the Quarterly Excess Spread Percentage on such
Distribution Date is less than 6.0% and greater than or equal to 5.5%, (iv) 2.25% if the Quarterly
Excess Spread Percentage on such Distribution Date is less than 5.5% and greater than or equal to
5.0%, (v) 2.75% if the Quarterly Excess Spread Percentage on such Distribution Date is less than
5.0% and greater than or equal to 4.5%, (vi) 3.25% if the Quarterly Excess Spread Percentage on
such Distribution Date is less than 4.5% and greater than or equal to 4.0%, (vii) 3.75% if the
Quarterly Excess Spread Percentage on such Distribution Date is less than 4.0% and greater than or
equal to 3.0%, (viii) 4.25% if the Quarterly Excess Spread Percentage on such Distribution Date is
less than 3.0% and greater than or equal to 2.5%, and (ix) 4.75% if the Quarterly Excess Spread
Percentage on such Distribution Date is less than 2.5%; provided, that:




     (a) if the Spread Account Percentage for a Distribution Date is greater than 1.75%,
then the Spread Account Percentage shall not decrease to a lower percentage until the first
subsequent Distribution Date on which the arithmetic mean of the Quarterly



14









 






Excess Spread Percentages for such subsequent Distribution Date and for the two
Distribution Dates immediately prior to such subsequent Distribution Date is greater than or
equal to the lowest Quarterly Excess Spread Percentage associated with a lower Spread
Account Percentage;



     (b) if the Spread Account Percentage for a Distribution is equal to 1.75%, then the
Spread Account Percentage shall not decrease to a lower percentage until the first
subsequent Distribution Date on which the arithmetic mean of the Quarterly Excess Spread
Percentages for such subsequent Distribution Date and for the Distribution Date immediately
prior to such subsequent Distribution Date is greater than or equal to the lowest Quarterly
Excess Spread Percentage associated with a lower Spread Account Percentage;



     (c) in no event will the Spread Account Percentage decrease by more than one of the
levels specified above between any two Distribution Dates;1 and



     (d) if an Early Amortization Event is deemed to occur with respect to Series 2009-D,
the Spread Account Percentage shall be 12.50%.



     “Target Amount” is defined in subsection 4.1(b)(i).



     (b) Each capitalized term defined herein shall relate to the Series 2009-D Notes and no other
Series of Notes issued by the Trust, unless the context otherwise requires. All capitalized terms
used herein and not otherwise defined herein have the meanings ascribed to them in Annex A to the
Master Indenture.



     (c) The interpretive rules specified in Section 1.2 of the Master Indenture also apply
to this Indenture Supplement. If any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Master Indenture, the terms and provisions
of this Indenture Supplement shall be controlling.



     “Transfer” means any sale, transfer, assignment, exchange, participation, pledge,
hypothecation, rehypothecation, or other grant of a security interest in or disposition of, a Note.



     “Transferor Amount” means (a) prior to the Certificate Trust Termination Date, the
“Transferor Amount” under (and as defined in) the Pooling and Servicing Agreement and (b) on and
after the Certificate Trust Termination Date, the “Transferor Amount” as defined in Annex A to the
Indenture.





 




			
	1	 	For example, if the Spread Account Percentage on one
Distribution Date were 2.25%, then the Spread Account Percentage for the next
Distribution Date could not be less than 1.75%, even if the Quarterly Excess
Spread Percentage on such next Distribution Date were greater than or equal to
6.0%.




15









 










ARTICLE III.




Noteholder Servicing Fee




     Section 3.1 Servicing Compensation. The share of the Servicing Fee allocable to
Series 2009-D for any Transfer Date (the “Noteholder Servicing Fee”) shall be equal to
one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount
as of the last day of the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the Noteholder Servicing Fee shall
be equal to $327,355.84. The remainder of the Servicing Fee shall be paid by the holders of the
Transferor Interest or the noteholders of other Series (as provided in the related Indenture
Supplements) and in no event shall the Trust, the Indenture Trustee or the Series 2009-D
Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the
Transferor Interest or the noteholders of any other Series.



     Section 3.2 Covenants. The parties hereto agree that the covenants set forth in
Schedule I shall be a part of this Indenture Supplement for all purposes.



ARTICLE IV.




Rights of Series 2009-D Noteholders and Allocation and Application of Collections




     Section 4.1 Collections and Allocations



     (a) Allocations. Finance Charge Collections, Principal Collections and Defaulted
Receivables allocated to Series 2009-D pursuant to Article VIII of the Indenture shall be
allocated and distributed as set forth in this Article.



     (b) Allocations to the Series 2009-D Noteholders. The Servicer shall on the Date of
Processing, allocate to the Series 2009-D Noteholders the following amounts as set forth below:




     (i) Allocations of Finance Charge Collections. The Servicer shall allocate to
the Series 2009-D Noteholders an amount equal to the product of (A) the Allocation
Percentage and (B) the aggregate Finance Charge Collections processed on such Date of
Processing and shall deposit such amount into the Finance Charge Account, provided
that, with respect to each Monthly Period falling in the Revolving Period (and with respect
to that portion of each Monthly Period in the Controlled Accumulation Period falling on or
after the day on which Collections of Principal Receivables equal to the related Controlled
Deposit Amount have been allocated pursuant to Section 4.1(b)(ii) and deposited
pursuant to Section 4.1(c)), so long as the Available Cash Collateral Amount is not
less than the Required Cash Collateral Amount on such Date of Processing, Collections of
Finance Charge Receivables shall be transferred into the Finance Charge Account only until
such time as the aggregate amount so deposited equals the sum (the “Target Amount”)
of (A) the Monthly Interest for the related Distribution Date, (B) if WFN is not the
Servicer, the Noteholder Servicing Fee (and if WFN is the Servicer, then amounts that
otherwise would have been transferred into the Finance Charge Account pursuant to this
clause (B) shall instead be returned to WFN as payment of the



16









 







Noteholder Servicing Fee), (C) any amount required to be deposited in the Reserve
Account, the Spread Account and the Cash Collateral Account on the related Transfer Date and
(D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any
Investor Uncovered Dilution Amounts from the prior Monthly Period; provided
further, that, notwithstanding the preceding proviso, if on any Business Day the
Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount
for that Monthly Period as previously calculated by Servicer, then (x) Servicer shall (on
the same Business Day) inform Transferor of such determination, and (y) within two Business
Days of receiving such notice Transferor shall deposit into the Finance Charge Account funds
in an amount equal to the amount of Collections of Finance Charge Receivables allocated to
the Noteholders for that Monthly Period but not deposited into the Finance Charge Account
due to the operation of the preceding proviso (but not in excess of the amount required so
that the aggregate amount deposited for the subject Monthly Period equals the Target
Amount); and provided, further, if on any Transfer Date the Transferor
Amount is less than the Specified Transferor Amount after giving effect to all transfers and
deposits on that Transfer Date, Transferor shall, on that Transfer Date, deposit into the
Principal Account funds in an amount equal to the amounts of Available Finance Charge
Collections that are required to be treated as Available Principal Collections pursuant to
Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance
Charge Account as a result of the operation of second preceding proviso.



     With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables
into the Finance Charge Account are limited to deposits up to the Target Amount in accordance with
clause (i) above, notwithstanding such limitation: (1) “Reallocated Principal
Collections” for the related Transfer Date shall be calculated as if the full amount of Finance
Charge Collections allocated to the Noteholders during that Monthly Period had been deposited in
the Finance Charge Account and applied on such Transfer Date in accordance with Section
4.4(a); and (2) Collections of Finance Charge Receivables released to Transferor pursuant to
such Section 4.1(b)(i) shall be deemed, for purposes of all calculations under this
Indenture Supplement, to have been retained in the Finance Charge Account and applied to the items
specified in Sections 4.4(a) to which such amounts would have been applied (and in the
priority in which they would have been applied) had such amounts been available in the Finance
Charge Account on such Transfer Date. To avoid doubt, the calculations referred to in the
preceding clause (2) include the calculations required by clause (d) of the
definition of Collateral Amount and by the definition of Portfolio Yield.




     (ii) Allocations of Principal Collections. The Servicer shall allocate to the
Series 2009-D Noteholders the following amounts as set forth below:




     (x) Allocations During the Revolving Period.




     (1) During the Revolving Period an amount equal to the product of the
Allocation Percentage and the aggregate amount of Principal Collections processed on
such Date of Processing, shall be allocated to the Series 2009-D Noteholders and
first, if any other Principal Sharing Series is outstanding and in its accumulation
period or amortization period, retained in the Principal Account



17









 







for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Distribution Date, second deposited in
the Excess Funding Account to the extent necessary so that the Transferor Amount is
not less than the Specified Transferor Amount and third paid to the holders of the
Transferor Interest.




     (2) With respect to each Monthly Period falling in the Revolving Period, to the
extent that Collections of Principal Receivables allocated to the Series 2009-D
Noteholders pursuant to this subsection 4.1(b)(ii) are paid to Transferor,
Transferor shall make an amount equal to the Reallocated Principal Collections for
the related Transfer Date available on that Transfer Date for application in
accordance with Section 4.6.




     (y) Allocations During the Controlled Accumulation Period. During the
Controlled Accumulation Period an amount equal to the product of the Allocation
Percentage and the aggregate amount of Principal Collections processed on such Date
of Processing (the product for any such date is hereinafter referred to as a
“Percentage Allocation”) shall be allocated to the Series 2009-D Noteholders
and transferred to the Principal Account until applied as provided herein;
provided, however, that if the sum of such Percentage Allocation and
all preceding Percentage Allocations with respect to the same Monthly Period exceeds
the Controlled Deposit Amount during the Controlled Accumulation Period for the
related Distribution Date, then such excess shall not be treated as a Percentage
Allocation and shall be first, if any other Principal Sharing Series is outstanding
and in its accumulation period or amortization period, retained in the Principal
Account for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Distribution Date, second deposited in
the Excess Funding Account to the extent necessary so that the Transferor Amount is
not less than the Specified Transferor Amount and third paid to the holders of the
Transferor Interest.




     (z) Allocations During the Early Amortization Period. During the Early
Amortization Period, an amount equal to the product of the Allocation Percentage and
the aggregate amount of Principal Collections processed on such Date of Processing
shall be allocated to the Series 2009-D Noteholders and transferred to the Principal
Account until applied as provided herein; provided, however, that
after the date on which an amount of such Principal Collections equal to the Note
Principal Balance has been deposited into the Principal Account such amount shall be
first, if any other Principal Sharing Series is outstanding and in its accumulation
period or amortization period, retained in the Principal Account for application, to
the extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Distribution Date, second deposited in the Excess Funding
Account to the extent necessary so that the Transferor Amount is not less than the
Specified Transferor Amount and third paid to the holders of the Transferor
Interest.



18









 





     (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and
Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the
Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and
(b) with respect to any Monthly Period need not be deposited into the Collection Account or
any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited
net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and
(y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance
Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables
(not including any Shared Principal Collections allocated to Series 2009-D pursuant to Section
4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)).



     (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any
amounts inadvertently deposited in such account that should have not been so deposited.



     Section 4.2 Determination of Monthly Interest.



     (a) The amount of monthly interest (“Class A Monthly Interest”) distributable from the
Distribution Account with respect to the Class A Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is 30 and the denominator of
which is 360, times (B) the Class A Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class A Note Principal Balance as of the close of business on the
last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the
Class A Note Initial Principal Balance); provided that the Class A Monthly Interest for the
September 2009 Distribution Date shall be $1,014,844.44.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class A Deficiency Amount”), of (x) the aggregate amount accrued
pursuant to this Section 4.2(a) as of the prior Distribution Date over (y) the amount
actually transferred from the Distribution Account for payment of such amount. If the Class A
Deficiency Amount for any Distribution Date is greater than zero, on each subsequent Distribution
Date until such Class A Deficiency Amount is fully paid, an additional amount (“Class A
Additional Interest”) equal to the product of (i) (A) a fraction, the numerator of which is 30
and the denominator of which is 360, times (B) the Class A Note Interest Rate in effect with
respect to the related Distribution Period plus 2% per annum and (ii) such Class A Deficiency
Amount (or the portion thereof which has not been paid to the Class A Noteholders) shall be payable
as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable or distributed to the Class A Noteholders only
to the extent permitted by applicable law.



     (b) The amount of monthly interest (“Class M Monthly Interest”) distributable from the
Distribution Account with respect to the Class M Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is 30 and the denominator of
which is 360, times (B) the Class M Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class M Note Principal Balance as of the close of business on the
last day of the preceding Monthly Period (or, with respect to the initial



19









 







Distribution Date, the Class M Note Initial Principal Balance); provided that the
Class M Monthly Interest for the September 2009 Distribution Date shall be $0.00.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class M Deficiency Amount”), of (x) the aggregate amount accrued
pursuant to this Section 4.2(b) as of the prior Distribution Date over (y) the amount of
funds actually transferred from the Distribution Account for payment of such amount. If the Class
M Deficiency Amount for any Distribution Date is greater than zero, on each subsequent Distribution
Date until such Class M Deficiency Amount is fully paid, an additional amount (“Class M
Additional Interest”) equal to the product of (i) (A) a fraction, the numerator of which is 30
and the denominator of which is 360, times (B) the Class M Note Interest Rate in effect with
respect to the related Distribution Period plus 2% per annum and (ii) such Class M Deficiency
Amount (or the portion thereof which has not been paid to the Class M Noteholders) shall be payable
as provided herein with respect to the Class M Notes. Notwithstanding anything to the contrary
herein, Class M Additional Interest shall be payable or distributed to the Class M Noteholders only
to the extent permitted by applicable law.



     (c) The amount of monthly interest (“Class B Monthly Interest”) distributable from the
Distribution Account with respect to the Class B Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is 30 and the denominator of
which is 360, times (B) the Class B Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class B Note Principal Balance as of the close of business on the
last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the
Class B Note Initial Principal Balance); provided that the Class B Monthly Interest for the
September 2009 Distribution Date shall be $0.00.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class B Deficiency Amount”), of (x) the aggregate amount accrued
pursuant to this Section 4.2(c) as of the prior Distribution Date over (y) the amount of
funds actually transferred from the Distribution Account for payment of such amount. If the Class
B Deficiency Amount for any Distribution Date is greater than zero, on each subsequent Distribution
Date until such Class B Deficiency Amount is fully paid, an additional amount (“Class B
Additional Interest”) equal to the product of (i) (A) a fraction, the numerator of which is 30
and the denominator of which is 360, times (B) the Class B Note Interest Rate in effect with
respect to the related Distribution Period plus 2% per annum and (ii) such Class B Deficiency
Amount (or the portion thereof which has not been paid to the Class B Noteholders) shall be payable
as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary
herein, Class B Additional Interest shall be payable or distributed to the Class B Noteholders only
to the extent permitted by applicable law.



     (d) The amount of monthly interest (“Class C Monthly Interest”) distributable from the
Distribution Account with respect to the Class C Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is 30 and the denominator of
which is 360, times (B) the Class C Note Interest Rate in effect with respect to the related
Distribution Period and (ii) the Class C Note Principal Balance as of the close of business on the
last day of the preceding Monthly Period (or, with respect to the initial



20









 







Distribution Date, the Class C Note Initial Principal Balance); provided that the
Class C Monthly Interest for the September 2009 Distribution Date shall be $0.00.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class C Deficiency Amount”), of (x) the aggregate amount accrued
pursuant to this Section 4.2(d) as of the prior Distribution Date over (y) the amount of
funds actually transferred from the Distribution Account for payment of such amount. If the Class
C Deficiency Amount for any Distribution Date is greater than zero, on each subsequent Distribution
Date until such Class C Deficiency Amount is fully paid, an additional amount (“Class C
Additional Interest”) equal to the product of (i) (A) a fraction, the numerator of which is 30
and the denominator of which is 360, times (B) the Class C Note Interest Rate in effect with
respect to the related Distribution Period plus 2% per annum and (ii) such Class C Deficiency
Amount (or the portion thereof which has not been paid to the Class C Noteholders) shall be payable
as provided herein with respect to the Class C Notes. Notwithstanding anything to the contrary
herein, Class C Additional Interest shall be payable or distributed to the Class C Noteholders only
to the extent permitted by applicable law.



     Section 4.3 Determination of Monthly Principal. The amount of monthly principal to be
transferred from the Principal Account with respect to the Notes on each Transfer Date (the
“Monthly Principal”), beginning with the Transfer Date in the month following the month in
which the Controlled Accumulation Period or, if earlier, the Early Amortization Period, begins,
shall be equal to the least of (i) the Available Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, (iii) the
Collateral Amount (after taking into account any adjustments to be made on such Distribution Date
pursuant to Sections 4.5 and 4.6) prior to any deposit into the Principal
Accumulation Account on such Transfer Date, and (iv) the Note Principal Balance, minus any amount
already on deposit in the Principal Accumulation Account on such Transfer Date.



     Section 4.4 Application of Available Finance Charge Collections and Available Principal
Collections. On or before each Transfer Date, the Servicer shall instruct the Indenture
Trustee in writing (which writing shall be substantially in the form of Exhibit B) to
withdraw and the Indenture Trustee, acting in accordance with such instructions, shall withdraw on
such Transfer Date or related Distribution Date, as applicable, to the extent of available funds,
the amount required to be withdrawn from the Finance Charge Account, the Principal Account, the
Principal Accumulation Account and the Distribution Account as follows:



     (a) On each Transfer Date, an amount equal to the Available Finance Charge Collections with
respect to the related Distribution Date will be distributed or deposited in the following
priority:




     (i) an amount equal to Class A Monthly Interest for such Distribution Date, plus any
Class A Deficiency Amount, plus the amount of any Class A Additional Interest for such
Distribution Date, plus the amount of any Class A Additional Interest previously due but not
distributed to Class A Noteholders on a prior Distribution Date shall be deposited by the
Servicer or Indenture Trustee into the Distribution Account;



21









 






     (ii) an amount equal to Class M Monthly Interest for such Distribution Date, plus any
Class M Deficiency Amount, plus the amount of any Class M Additional Interest for such
Distribution Date, plus the amount of any Class M Additional Interest previously due but not
distributed to Class M Noteholders on a prior Distribution Date shall be deposited by the
Servicer or Indenture Trustee into the Distribution Account;




     (iii) an amount equal to Class B Monthly Interest for such Distribution Date, plus any
Class B Deficiency Amount, plus the amount of any Class B Additional Interest for such
Distribution Date, plus the amount of any Class B Additional Interest previously due but not
distributed to Class B Noteholders on a prior Distribution Date shall be deposited by the
Servicer or Indenture Trustee into the Distribution Account;




     (iv) an amount equal to the Noteholder Servicing Fee for such Transfer Date, plus the
amount of any Noteholder Servicing Fee previously due but not distributed to the Servicer on
a prior Transfer Date, shall be distributed to the Servicer;




     (v) an amount equal to Class C Monthly Interest for such Distribution Date, plus any
Class C Deficiency Amount, plus the amount of any Class C Additional Interest for such
Distribution Date, plus the amount of any Class C Additional Interest previously due but not
distributed to the Class C Noteholders on a prior Distribution Date shall be deposited by
the Servicer or Indenture Trustee into the Distribution Account;




     (vi) an amount equal to the Aggregate Investor Default Amount and any Investor
Uncovered Dilution Amount for such Distribution Date shall be treated as a portion of
Available Principal Collections for such Distribution Date and, during the Controlled
Accumulation Period or the Early Amortization Period, deposited into the Principal Account
on the related Transfer Date;




     (vii) an amount equal to the sum of the aggregate amount of Investor Charge-Offs and
the amount of Reallocated Principal Collections which have not been previously reimbursed
pursuant to this subsection (vii) shall be treated as a portion of Available
Principal Collections for such Distribution Date;




     (viii) an amount equal to the excess, if any, of the Required Cash Collateral Amount
over the Available Cash Collateral Amount shall be deposited into the Cash Collateral
Account as provided in Section 4.11(b);




     (ix) on each Transfer Date from and after the Reserve Account Funding Date, but prior
to the date on which the Reserve Account terminates as described in subsection
4.10(f), an amount up to the excess, if any, of the Required Reserve Account Amount over
the Available Reserve Account Amount shall be deposited into the Reserve Account as provided
in Section 4.10(a);




     (x) an amount equal to the amounts required to be deposited in the Spread Account
pursuant to Section 4.12(f) shall be deposited into the Spread Account as provided
in Section 4.12(f);



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     (xi) any amounts designated in writing by the Transferor to the Servicer and Indenture
Trustee as amounts to be paid from Available Finance Charge Collections shall be paid in
accordance with the Transferor’s instructions; and




     (xii) the balance, if any, will constitute a portion of Excess Finance Charge
Collections for such Distribution Date.



     (b) On each Transfer Date with respect to the Revolving Period, an amount equal to the
Available Principal Collections for the related Monthly Period shall be treated as Shared Principal
Collections and applied in accordance with Section 8.5 of the Indenture.



     (c) On each Transfer Date with respect to the Controlled Accumulation Period or the Early
Amortization Period, an amount equal to the Available Principal Collections for the related Monthly
Period shall be distributed or deposited in the following order of priority:




     (i) during the Controlled Accumulation Period, an amount equal to the Monthly Principal
for such Transfer Date shall be deposited into the Principal Accumulation Account;




     (ii) during the Early Amortization Period, an amount equal to the Monthly Principal for
such Transfer Date shall be deposited into the Distribution Account on such Transfer Date
and on each subsequent Transfer Date for payment to the Class A Noteholders on the related
Distribution Date until the Class A Note Principal Balance has been paid in full;




     (iii) during the Early Amortization Period, after giving effect to the distribution
referred to in clause (ii) above, an amount equal to the Monthly Principal
remaining, if any, shall be deposited into the Distribution Account on such Transfer Date
and on each subsequent Transfer Date for payment to the Class M Noteholders on the related
Distribution Date until the Class M Note Principal Balance has been paid in full;




     (iv) during the Early Amortization Period, after giving effect to the distribution
referred to in clauses (ii) and (iii) above, an amount equal to the Monthly
Principal remaining, if any, shall be deposited into the Distribution Account on such
Transfer Date and on each subsequent Transfer Date for payment to the Class B Noteholders on
the related Distribution Date until the Class B Note Principal Balance has been paid in
full;




     (v) during the Early Amortization Period, after giving effect to the distributions
referred to in clauses (ii), (iii) and (iv) above, an amount equal
to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account
on such Transfer Date and on each subsequent Transfer Date for payment to the Class C
Noteholders on the related Distribution Date until the Class C Note Principal Balance has
been paid in full; and




     (vi) in the case of each of the Controlled Accumulation Period and the Early
Amortization Period, the balance of such Available Principal Collections remaining after
application in accordance with clauses (i) through (v) above shall be
treated as Shared Principal Collections and applied in accordance with Section 8.5
of the Indenture.



23









 





     (d) On each Distribution Date, the Indenture Trustee shall pay in accordance with Section
5.2 to the Class A Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(i) on the preceding Transfer Date, to the
Class M Noteholders from the Distribution Account, the amount deposited into the Distribution
Account pursuant to Section 4.4(a)(ii), to the Class B Noteholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iii)
and to the Class C Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(v).



     (e) On the earlier to occur of (i) the first Transfer Date with respect to the Early
Amortization Period and (ii) the Transfer Date immediately preceding the Expected Principal Payment
Date, the Indenture Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Principal Accumulation Account and deposit into the Distribution Account amounts
necessary to pay first, to the Class A Noteholders, an amount equal to the Class A Note Principal
Balance, second, to the Class M Noteholders, an amount equal to the Class M Note Principal Balance,
third, to the Class B Noteholders, an amount equal to the Class B Note Principal Balance, and
fourth, to the Class C Noteholders, an amount equal to the Class C Note Principal Balance. The
Indenture Trustee, acting in accordance with the instructions of the Servicer, shall in accordance
with Section 5.2 pay from the Distribution Account to the Class A Noteholders, the Class M
Noteholders, the Class B Noteholders and the Class C Noteholders, as applicable, the amounts
deposited for the account of such Noteholders into the Distribution Account pursuant to this
subsection 4.4(e).



     Section 4.5 Investor Charge-Offs. On each Determination Date, the Servicer shall
calculate the Aggregate Investor Default Amount and any Investor Uncovered Dilution Amount for the
related Distribution Date. If, on any Distribution Date, the sum of the Aggregate Investor Default
Amount and any Investor Uncovered Dilution Amount for such Distribution Date exceeds the sum of the
amount of Available Finance Charge Collections and the amount withdrawn from the Cash Collateral
Account allocated with respect thereto pursuant to subsection 4.4(a)(vi) and
4.11(c), respectively, with respect to such Distribution Date, the Collateral Amount will
be reduced (but not below zero) by the amount of such excess (such reduction, an “Investor
Charge-Off”).



     Section 4.6 Reallocated Principal Collections. On each Transfer Date, the Servicer
shall apply, or shall instruct the Indenture Trustee in writing to apply, Reallocated Principal
Collections with respect to that Transfer Date, to fund any deficiency pursuant to and in the
priority set forth in subsections 4.4(a)(i), (ii), (iii) and (iv),
after giving effect to any withdrawal from the Cash Collateral Account or the Spread Account to
cover such payments. On each Transfer Date, the Collateral Amount shall be reduced by the amount
of Reallocated Principal Collections for such Transfer Date.



     Section 4.7 Excess Finance Charge Collections. Series 2009-D shall be an Excess
Allocation Series with respect to Group One only. For this purpose, each outstanding series of
certificates issued by World Financial Network Master Trust (other than series represented by the
Collateral Certificate) shall be deemed to be a Series in Group One. Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess Allocation Series in
Group One for any Transfer Date will be allocated to Series 2009-D in an amount equal to the



24









 







product of (x) the aggregate amount of Excess Finance Charge Collections
with respect to all the Excess Allocation Series in Group One for such Distribution Date and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series 2009-D for such
Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls
for all the Excess Allocation Series in Group One for such Distribution Date. The “Finance
Charge Shortfall” for Series 2009-D for any Distribution Date will be equal to the excess, if
any, of (a) the full amount required to be paid, without duplication, pursuant to subsections
4.4(a)(i) through (xi) on such Distribution Date over (b) the Available Finance Charge
Collections with respect to such Distribution Date (excluding any portion thereof attributable to
Excess Finance Charge Collections).



     Section 4.8 Shared Principal Collections. Subject to Section 4.4 of the
Pooling and Servicing Agreement and Section 8.5 of the Indenture, Shared Principal
Collections allocable to Series 2009-D on any Transfer Date will be equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series for
such Transfer Date and (y) a fraction, the numerator of which is the Principal Shortfall for Series
2009-D for such Transfer Date and the denominator of which is the aggregate amount of Principal
Shortfalls for all the Series which are Principal Sharing Series for such Transfer Date. For this
purpose, each outstanding series of certificates issued by World Financial Network Master Trust
(other than series represented by the Collateral Certificate) shall be deemed to be a Principal
Sharing Series. The “Principal Shortfall” for Series 2009-D will be equal to (a) for any
Transfer Date with respect to the Revolving Period or the Early Amortization Period, zero, and (b)
for any Transfer Date with respect to the Controlled Accumulation Period, the excess, if any, of
the Controlled Deposit Amount with respect to such Transfer Date over the amount of Available
Principal Collections for such Transfer Date (excluding any portion thereof attributable to Shared
Principal Collections).



     Section 4.9 Certain Series Accounts.



     (a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may
be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the
Series 2009-D Noteholders, four segregated trust accounts (the “Finance Charge Account”,
the “Principal Account”, the “Principal Accumulation Account” and the
“Distribution Account”). The Principal Account, the Principal Accumulation Account and the
Distribution Account shall bear a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2009-D Noteholders. The Finance Charge Account shall bear a
designation clearly indicating that the funds deposited therein are held for the benefit of the
Series 2009-D Noteholders. The Indenture Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Finance Charge Account, the Principal Account, the
Principal Accumulation Account and the Distribution Account and in all proceeds thereof. The
Finance Charge Account, the Principal Account, the Principal Accumulation Account and the
Distribution Account shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Series 2009-D Noteholders. If at any time the institution holding the Finance
Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution
Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture Trustee in
writing, and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall,
within ten (10) Business Days, establish a new Finance Charge Account, a new Principal



25









 







Account, a new Principal Accumulation Account and a new Distribution Account meeting the
conditions specified above with an Eligible Institution, and shall transfer any cash or any
investments to such new Finance Charge Account, new Principal Account, new Principal Accumulation
Account and new Distribution Account. The Indenture Trustee, at the written direction of the
Servicer, shall (i) make withdrawals from the Finance Charge Account, the Principal Account, the
Principal Accumulation Account and the Distribution Account from time to time, in the amounts and
for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date (from and
after the commencement of the Controlled Accumulation Period) prior to the termination of the
Principal Accumulation Account, make deposits into the Principal Accumulation Account in the
amounts specified in, and otherwise in accordance with, subsection 4.4(c)(i). Indenture
Trustee at all times shall maintain accurate records reflecting each transaction in the Finance
Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution
Account.



     (b) Funds on deposit in the Finance Charge Account, the Principal Account, the Principal
Accumulation Account and the Distribution Account, from time to time shall be invested and
reinvested at the direction of the Servicer by the Indenture Trustee in Eligible Investments that
will mature so that such funds will be available for withdrawal on or prior to the following
Transfer Date.



     On each Transfer Date with respect to the Controlled Accumulation Period and on the first
Transfer Date with respect to the Early Amortization Period, the Indenture Trustee, acting at the
Servicer’s direction given on or before such Transfer Date, shall transfer from the Principal
Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds
on deposit in the Principal Accumulation Account for application as Available Finance Charge
Collections in accordance with Section 4.4.



     Principal Accumulation Investment Proceeds (including reinvested interest) shall not be
considered part of the amounts on deposit in the Principal Accumulation Account for purposes of
this Indenture Supplement.



     Section 4.10 Reserve Account.



     (a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may
be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the
Series 2009-D Noteholders, a segregated trust account (the “Reserve Account”), bearing a
designation clearly indicating that the funds deposited therein are held for the benefit of the
Series 2009-D Noteholders. The Indenture Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the
benefit of the Series 2009-D Noteholders. If at any time the institution holding the Reserve
Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture Trustee,
and the Indenture Trustee upon being notified (or the Servicer on its behalf) shall, within ten
(10) Business Days, establish a new Reserve Account meeting the conditions specified above with an
Eligible Institution, and shall transfer any cash or any investments to such new Reserve Account.
The Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the
Reserve Account from time to time in an amount up to the Available Reserve Account Amount



26









 







at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each
Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve
Account, make a deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.4(a)(ix).



     (b) Funds on deposit in the Reserve Account shall be invested at the written direction of the
Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Reserve Account
on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date.



     On each Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be
retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less
than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date.
For purposes of determining the availability of funds or the balance in the Reserve Account for
any reason under this Indenture Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on deposit.



     (c) On or before each Transfer Date with respect to the Controlled Accumulation Period and on
or before the first Transfer Date with respect to the Early Amortization Period, the Servicer shall
calculate the Reserve Draw Amount; provided, however, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in the Reserve Account
under Section 4.4(a)(ix) with respect to such Transfer Date.



     (d) If for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw
Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on
such Transfer Date by the Indenture Trustee (acting in accordance with the written instructions of
the Servicer) and deposited into the Finance Charge Account for application as Available Finance
Charge Collections for such Transfer Date.



     (e) If the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits
to and withdrawals from the Reserve Account with respect to such Transfer Date, is greater than
zero, the Indenture Trustee, acting in accordance with the written instructions of the Servicer,
shall withdraw from the Reserve Account an amount equal to such Reserve Account Surplus and (x)
deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread
Account are less than the Required Spread Account Amount, and (y) distribute any such amounts
remaining after application pursuant to the preceding clause (x) to the holders of the
Transferor Interest.



     (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article
VIII of the Trust Agreement, (ii) the first Transfer Date relating to the Early Amortization
Period and (iii) the Transfer Date immediately preceding the Expected Principal Payment Date, the
Indenture Trustee, acting in accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 2009-D Noteholders that are payable from the



27









 







Reserve Account as provided herein, shall withdraw from the Reserve Account all amounts, if
any, on deposit in the Reserve Account and deposit such amounts into the Finance Charge Account for
application in the priority set forth in Section 4.4(a), to the extent such payments or
deposits have not be made pursuant to Section 4.4(a). The Reserve Account shall thereafter
be automatically terminated for purposes of this Indenture Supplement.



     Section 4.11 Cash Collateral Account.



     (a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may
be the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the
Series 2009-D Noteholders, a segregated trust account (the “Cash Collateral Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit
of the Series 2009-D Noteholders. The Indenture Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Cash Collateral Account and in all
proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Series 2009-D Noteholders. If at any time the institution
holding the Cash Collateral Account ceases to be an Eligible Institution, the Transferor shall
notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its
behalf) shall, within ten (10) Business Days, establish a new Cash Collateral Account meeting the
conditions specified above with an Eligible Institution, and shall transfer any cash or any
investments to such new Cash Collateral Account.



     (b) On the Closing Date, Transferor shall deposit $12,405,064 in immediately available funds
into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is
less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections,
to the extent available for such purpose, shall be deposited in the Cash Collateral Account
pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required
Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash
Collateral Account shall be invested at the written direction of the Servicer by the Indenture
Trustee in Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer
Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer
Date, shall be invested in such investments that will mature so that such funds will be available
for withdrawal on or prior to the following Transfer Date.



     On each Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall
be retained in the Cash Collateral Account (to the extent that the Available Cash Collateral
Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any,
shall be deposited into the Finance Charge Account and included in Available Finance Charge
Collections for such Transfer Date. For purposes of determining the availability of funds or the
balance in the Cash Collateral Account for any reason under this Indenture Supplement, except as
otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed
not to be available or on deposit.



     (c) On each Determination Date, Servicer shall calculate the amount (the “Required Draw
Amount”) by which the sum of the amounts required to be distributed pursuant to Sections
4.4(a)(i) through (vi) with respect to the related Transfer Date exceeds the amount of



28









 







Available Finance Charge Collections with respect to the related Monthly Period. If the Required Draw
Amount for any Transfer Date is greater than zero, Servicer shall give written notice to the
Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the
related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral
Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency
pursuant to Section 4.4(a)(i) through (vi) (in the order of priority set forth in
Section 4.4(a)).



     (d) If, after giving effect to all deposits to and withdrawals from the Cash Collateral
Account with respect to any Transfer Date, the amount on deposit in the Cash Collateral Account
exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the
instructions of the Servicer, shall withdraw an amount equal to such excess from the Cash
Collateral Account and (i) deposit such amounts in the Spread Account, to the extent that funds on
deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute
such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.



     Section 4.12 Spread Account.



     (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain with
an Eligible Institution, which may be the Indenture Trustee in the name of the Trust, on behalf of
the Trust, for the benefit of the Class C Noteholders and the Transferor, a segregated account (the
“Spread Account”), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class C Noteholders and the Transferor. Except as
otherwise provided in this Section 4.12, the Indenture Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Spread Account and in all
proceeds thereof. The Spread Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Class C Noteholders and the holder of the Transferor Interest. If
at any time the institution holding the Spread Account ceases to be an Eligible Institution, the
Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being
notified (or the Servicer on its behalf) shall, within ten (10) Business Days (or such longer
period as to which the Rating Agencies may consent) establish a new Spread Account meeting the
conditions specified above with an Eligible Institution and shall transfer any cash or any
investments to such new Spread Account. The Indenture Trustee, at the written direction of the
Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to
the Available Spread Account Amount at such time, for the purposes set forth in this Indenture
Supplement, and (ii) on each Transfer Date prior to termination of the Spread Account, make a
deposit into the Spread Account in the amount specified in, and otherwise in accordance with,
subsection 4.12(f).



     (b) Funds on deposit in the Spread Account shall be invested at the written direction of the
Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Spread Account
on any Transfer Date, after giving effect to any withdrawals from and deposits to the Spread
Account on such Transfer Date, shall be invested in such investments that will mature so that such
funds will be available for withdrawal on or prior to the following Transfer Date.



29









 





     On each Transfer Date (but subject to subsection 4.12(c)), the Investment Earnings, if
any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be
retained in the Spread Account (to the extent that the Available Spread Account Amount is less than
the Required Spread Account Amount) and the balance, if any, shall be deposited into the Finance
Charge Account and included in Available Finance Charge Collections for such Transfer Date. For
purposes of determining the availability of funds or the balance in the Spread Account for any
reason under this Indenture Supplement (subject to subsection 4.12(c)), all Investment
Earnings shall be deemed not to be available or on deposit.



     (c) If, on any Transfer Date, the aggregate amount of Available Finance Charge Collections and
the amount, if any, withdrawn from the Cash Collateral Account available for deposit into the
Distribution Account pursuant to subsections 4.4(a)(v) and 4.11(c), respectively,
is less than the aggregate amount required to be deposited pursuant to subsection
4.4(a)(v), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from
the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if
the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to
the Spread Account, and deposit such amount in the Distribution Account to fund any deficiency
pursuant to subsection 4.4(a)(v).



     (d) On the earlier of Series 2009-D Final Maturity Date and the date on which the Class A Note
Principal Balance, the Class M Note Principal Balance and the Class B Note Principal Balance have
been paid in full, after applying any funds on deposit in the Spread Account as described in
Section 4.12(c), the Indenture Trustee at the written direction of the Servicer shall
withdraw from the Spread Account an amount equal to the lesser of (i) the Class C Note Principal
Balance (after any payments to be made pursuant to subsection 4.4(c) on such date) and (ii)
the Available Spread Account Amount and, if the Available Spread Account Amount is not sufficient
to reduce the Class C Note Principal Balance to zero, Investment Earnings credited to the Spread
Account up to the amount required to reduce the Class C Note Principal Balance to zero, and the
Indenture Trustee upon the written direction of the Servicer or the Servicer shall deposit such
amounts into the Collection Account for distribution to the Class C Noteholders in accordance with
subsection 5.2(f).



     (e) On any day following the occurrence of an Event of Default with respect to Series 2009-D
and acceleration of the maturity of the Series 2009-D Notes pursuant to Section 5.3 of the
Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread
Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution
Account for distribution to the Class C Noteholders, the Class A Noteholders, the Class M
Noteholders and the Class B Noteholders, in that order of priority, in accordance with Section
5.2, to fund any shortfalls in amounts owed to such Noteholders.



     (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account,
the Available Spread Account Amount is less than the Required Spread Account Amount then in effect,
Available Finance Charge Collections, to the extent available, shall be deposited into the Spread
Account pursuant to subsection 4.4(a)(x) up to the amount of the Spread Account Deficiency.



30









 





     (g) If, after giving effect to all deposits to and withdrawals from the Spread Account with
respect to any Transfer Date, the amount on deposit in the Spread Account exceeds the Required
Spread Account Amount, the Indenture Trustee acting in accordance with the instructions of the
Servicer, shall withdraw an amount equal to such excess from the Spread Account and distribute such
amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in
full, after making any payments to the Noteholders required pursuant to subsections
4.12(c), (d) and (e), the Indenture Trustee, at the written direction of
Servicer, shall withdraw from the Spread Account all amounts then remaining in the Spread Account
and pay such amounts to the holders of the Transferor Interest.



     Section 4.13 Investment Instructions. (a) Any investment instructions required to be
given to the Indenture Trustee pursuant to the terms hereof must be given to the Indenture Trustee
no later than 11:00 a.m., New York City time, on the date such investment is to be made. In the
event the Indenture Trustee receives such investment instruction later than such time, the
Indenture Trustee may, but shall have no obligation to, make such investment. In the event the
Indenture Trustee is unable to make an investment required in an investment instruction received by
the Indenture Trustee after 11:00 a.m., New York City time, on such day, such investment shall be
made by the Indenture Trustee on the next succeeding Business Day. In no event shall the Indenture
Trustee be liable for any investment not made pursuant to investment instructions received after
11:00 a.m., New York City time, on the day such investment is requested to be made.



     (b) The Indenture Trustee shall hold such of the Eligible Investments in the Series Accounts
as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of
credit, and advices of credit in the State of New York and/or Illinois. The Indenture Trustee shall
hold such of the Eligible Investments as constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such
investment property shall at all times be credited to a securities account of the Indenture
Trustee, (b) such securities intermediary shall treat the 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, (d) such securities
intermediary shall comply with entitlement orders originated by the 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 the 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 the 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.



     Section 4.14 Controlled Accumulation Period. The Controlled Accumulation Period is
scheduled to commence at the beginning of business on July 1, 2012; provided that if the
Controlled Accumulation Period Length (determined as described below) on any Determination Date on
or after the June 2012 Determination Date is less than 12 months, upon written notice to the
Indenture Trustee, Transferor and, each Rating Agency, Servicer shall postpone the date on which
the Controlled Accumulation Period actually commences so that the number of Monthly



31









 







Periods in the Controlled Accumulation Period will equal the Controlled
Accumulation Period Length; provided that (i) the length of the Controlled Accumulation
Period will not be less than one month, (ii) such determination of the Controlled Accumulation
Period Length shall be made on each Determination Date on and after the June 2012 Determination
Date but prior to the commencement of the Controlled Accumulation Period, and any postponement of
the Controlled Accumulation Period shall be subject to the subsequent lengthening of the Controlled
Accumulation Period to the Controlled Accumulation Period Length determined on any subsequent
Determination Date, but the Controlled Accumulation Period shall in no event commence prior to the
Controlled Accumulation Date, and (iii) notwithstanding any other provision of this Indenture
Supplement to the contrary, no postponement of the Controlled Accumulation Period shall be made
after an Early Amortization Event shall have occurred and be continuing with respect to any other
Series. The “Controlled Accumulation Period Length” will mean a number of whole months
such that the amount available for distribution of principal on the Class A Notes, the Class M
Notes, the Class B Notes and the Class C Notes on the Expected Principal Payment Date is expected
to equal or exceed the Note Principal Balance, assuming for this purpose that (1) the payment rate
with respect to Principal Collections remains constant at the lowest level of such payment rate
during the twelve preceding Monthly Periods (or such lower payment rate as Servicer may select),
(2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in
the Excess Funding Account, if any) remains constant at the level on such date of determination,
(3) no Early Amortization Event with respect to any Series will subsequently occur and (4) no
additional Series (other than any Series being issued on such date of determination) will be
subsequently issued; provided that the Servicer may on any Determination Date increase the
Controlled Accumulation Period Length calculated as described in the preceding sentence by either 1
month or 2 months. Any notice by Servicer modifying the commencement of the Controlled
Accumulation Period pursuant to this Section 4.14 shall specify (i) the Controlled
Accumulation Period Length, (ii) the commencement date of the Controlled Accumulation Period and
(iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Controlled
Accumulation Period. The Servicer shall calculate the Controlled Accumulation Period Length on
each Determination Date prior to the June 2012 Determination Date as necessary to determine the
Reserve Account Funding Date.



     Section 4.15 Suspension of Controlled Accumulation Period. (a) The commencement of
the Controlled Accumulation Period shall be suspended upon delivery by the Servicer to the
Indenture Trustee of (i) an Officer’s Certificate stating that all conditions precedent to such
suspension set forth in this Section 4.15 have been satisfied, (ii) a copy of an executed
Qualified Maturity Agreement, (iii) an Opinion of Counsel addressed to the Indenture Trustee as to
the due authorization, execution and delivery and the validity and enforceability of such Qualified
Maturity Agreement and (iv) a Tax Opinion concerning the effect of entering into the Qualified
Maturity Agreement. The Servicer shall deliver a prior notice to the Rating Agencies of such
suspension. The Issuer does hereby transfer, assign, set-over, and otherwise convey to the
Indenture Trustee for the benefit of the Series 2009-D Noteholders, without recourse, all of its
rights under any Qualified Maturity Agreement obtained in accordance with this Section 4.15
and all proceeds thereof. Such property shall constitute part of the Trust Estate for all purposes
of the Indenture. The foregoing transfer, assignment, set-over and conveyance does not constitute
and is not intended to result in a creation or an assumption by the Indenture Trustee or



32









 







any Noteholder of any obligation of the Issuer or any other Person in connection
with a Qualified Maturity Agreement or under any agreement or instrument relating thereto.



     The Indenture Trustee hereby acknowledges its acceptance, to the extent validly transferred,
assigned, set-over or otherwise conveyed to the Indenture Trustee, for the benefit of the Series
2009-D Noteholders, of all of the rights previously held by the Issuer under any Qualified Maturity
Agreement obtained by the Issuer and all proceeds thereof, and declares that it shall hold such
rights upon the trust set forth herein and in the Agreement, and subject to the terms hereof and
thereof, for the benefit of the Series 2009-D Noteholders.



     (b) The Issuer shall cause the provider of each Qualified Maturity Agreement to deposit into
the Principal Accumulation Account on or before the Expected Principal Payment Date an amount equal
to the initial Note Principal Balance; provided, however, that, if provided in the
related Qualified Maturity Agreement, all or a portion of such deposits may be funded with the
proceeds of the issuance of a new Series or with the Available Principal Collections with respect
to such Transfer Date. The amounts so deposited shall be applied on the Expected Principal Payment
Date pursuant to subsection 4.4(c) as if the commencement of the Controlled Accumulation
Period had not been suspended.



     (c) Each Qualified Maturity Agreement shall terminate at the close of business on the Expected
Principal Payment Date; provided, however, that the Issuer shall terminate a
Qualified Maturity Agreement prior to such Distribution Date, with notice to each Rating Agency, if
(i) the Available Reserve Account Amount equals the Required Reserve Account Amount and (ii) one of
the following events occurs: (A) the Issuer obtains a substitute Qualified Maturity Agreement, (B)
the provider of the Qualified Maturity Agreement ceases to qualify as an Eligible Institution and
the Issuer is unable to obtain a substitute Qualified Maturity Agreement or (C) an Early
Amortization Event occurs. In the event that the provider of a Qualified Maturity Agreement ceases
to qualify as an Eligible Institution, the Issuer shall use its best efforts to obtain a substitute
Qualified Maturity Agreement.



     (d) If a Qualified Maturity Agreement is terminated prior to the earlier of the Expected
Principal Payment Date and the commencement of the Early Amortization Period and the Issuer does
not obtain a substitute Qualified Maturity Agreement, the Controlled Accumulation Period shall
commence on the latest of (i) the beginning of business on July 1, 2012, (ii) the date to which the
commencement of the Controlled Accumulation Period is postponed pursuant to Section 4.l4
(as determined on the date of such termination) and (iii) the first day of the Monthly Period
following the date of such termination.



ARTICLE V.




Delivery of Series 2009-D Notes; Distributions; Reports to Series 2009-D Noteholders




     Section 5.1 Delivery and Payment for the Series 2009-D Notes.



     The Owner Trustee, on behalf of the Issuer, shall execute and issue, and the Indenture Trustee
shall authenticate, the Series 2009-D Notes in accordance with Section 2.3 of the



33









 







Indenture. The Indenture Trustee shall deliver the Series 2009-D Notes to or upon the written
order of the Trust when so authenticated.



     Section 5.2 Distributions.



     (a) On each Distribution Date, the Indenture Trustee shall distribute to each Class A
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of
the Indenture) such Class A Noteholder’s pro rata share of the amounts on deposit in the
Distribution Account that are allocated and available on such Distribution Date and as are payable
to the Class A Noteholders pursuant to this Indenture Supplement.



     (b) On each Distribution Date, the Indenture Trustee shall distribute to each Class M
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of
the Indenture) such Class M Noteholder’s pro rata share of the amounts on deposit in the
Distribution Account that are allocated and available on such Distribution Date and as are payable
to the Class M Noteholders pursuant to this Indenture Supplement.



     (c) On each Distribution Date, the Indenture Trustee shall distribute to each Class B
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of
the Indenture) such Class B Noteholder’s pro rata share of the amounts on deposit in the
Distribution Account that are allocated and available on such Distribution Date and as are payable
to the Class B Noteholders pursuant to this Indenture Supplement.



     (d) On each Distribution Date, the Indenture Trustee shall distribute to each Class C
Noteholder of record on the related Record Date (other than as provided in Section 11.2 of
the Indenture) such Class C Noteholder’s pro rata share of the amounts on deposit in the
Distribution Account (including amounts withdrawn from the Spread Account (at the times and in the
amounts specified in Section 4.12)) that are allocated and available on such Distribution
Date and as are payable to the Class C Noteholders pursuant to this Indenture Supplement.



     (e) The distributions to be made pursuant to this Section 5.2 are subject to the
provisions of Sections 2.6, 6.1 and 7.1 of the Transfer and Servicing
Agreement, Section 11.2 of the Indenture and Section 7.1 of this Indenture
Supplement.



     (f) Except as provided in Section 11.2 of the Indenture with respect to a final
distribution, distributions to 2009-D Noteholders hereunder shall be made by (i) check mailed to
each Series 2009-D Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that for any Series 2009-D Notes registered in the name of the nominee of a Clearing Agency,
such distribution shall be made by wire transfer of immediately available funds and (ii) without
presentation or surrender of any Series 2009-D Note or the making of any notation thereon.



     Section 5.3 Reports and Statements to Series 2009-D Noteholders.



     (a) On each Distribution Date, the Indenture Trustee shall forward to each Series 2009-D
Noteholder a statement substantially in the form of Exhibit C prepared by the Servicer;
provided that the Servicer may amend the form of Exhibit C from time to time, with
the prior written consent of the Indenture Trustee and with written notice to the Rating Agencies.



34









 





     (b) Not later than the second Business Day preceding each Distribution Date, the Servicer
shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency a statement
substantially in the form of Exhibit B prepared by the Servicer; provided that the
Servicer may amend the form of Exhibit B from time to time, with the prior written consent
of the Indenture Trustee.



     (c) A copy of each statement or certificate provided pursuant to paragraph (a) or
(b) may be obtained by any Series 2009-D Noteholder by a request in writing to the
Servicer.



     (d) On or before January 31 of each calendar year, beginning with January 31, 2010, the
Indenture Trustee shall furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2009-D Noteholder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to Series 2009-D
Noteholders, as set forth in paragraph (a) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 2009-D Noteholder, together with
other information as is required to be provided by an issuer of indebtedness under the Code. Such
obligation of the Indenture Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Servicer pursuant to any requirements
of the Code as from time to time in effect.



     (e) Notwithstanding the terms of Section 3.6(b) of the Transfer and Servicing
Agreement, each Series 2009-D Noteholder agrees, by purchasing its Note, that the report referred
to in that Section need not be delivered to the Indenture Trustee or any Rating Agency unless the
Indenture Trustee or the applicable Rating Agency agrees to execute a letter agreement relating to
such report in form and substance satisfactory to the accountants delivering the report.



ARTICLE VI.




Series 2009-D Early Amortization Events




     Section 6.1 Series 2009-D Early Amortization Events. If any one of the following
events shall occur with respect to the Series 2009-D Notes:



     (a) failure on the part of Transferor or the “Transferor” under the Pooling and Servicing
Agreement (i) to make any payment or deposit required to be made by it by the terms of the Pooling
and Servicing Agreement, the Collateral Series Supplement, the Transfer and Servicing Agreement,
the Indenture or this Indenture Supplement on or before the date occurring five (5) Business Days
after the date such payment or deposit is required to be made therein or herein or (ii) duly to
observe or perform in any material respect any other of its covenants or agreements set forth in
the Transfer and Servicing Agreement, the Pooling and Servicing Agreement, the Indenture or this
Indenture Supplement, which failure has a material adverse effect on the Series 2009-D Noteholders
and which continues unremedied for a period of sixty (60) days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given to the Transferor
by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Holder of the
Series 2009-D Notes;



35









 





     (b) any representation or warranty made by Transferor or the “Transferor” under the Pooling
and Servicing Agreement, in the Transfer and Servicing Agreement or the Pooling and Servicing
Agreement or any information contained in a computer file or microfiche list required to be
delivered by it pursuant to Section 2.1 or subsection 2.6(c) of the Transfer and
Servicing Agreement or Section 2.1 or subsection 2.6(c) of the Pooling and
Servicing Agreement shall prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a period of sixty (60) days
after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture
Trustee by any Holder of the Series 2009-D Notes and as a result of which the interests of the
Series 2009-D Noteholders are materially and adversely affected for such period; provided,
however, that a Series 2009-D Early Amortization Event pursuant to this subsection
6.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Transfer and Servicing Agreement or the Pooling and
Servicing Agreement;



     (c) a failure by Transferor or the “Transferor” under the Pooling and Servicing Agreement to
convey Receivables in Additional Accounts or Participations to the Receivables Trust within five
(5) Business Days after the day on which it is required to convey such Receivables pursuant to
subsection 2.6(b) of the Transfer and Servicing Agreement or subsection 2.8(b) of
the Pooling and Servicing Agreement, respectively; provided, however, that a Series
2009-D Early Amortization Event pursuant to this subsection 6.1(c) shall not be deemed to
have occurred hereunder if, prior to the date on which such conveyance was required to be
completed, Transferor causes a reduction in the Collateral Amount of any Variable Interest to occur
or a reduction in the “Invested Amount” or “Adjusted Invested Amount” (as such terms are defined in
the Pooling and Servicing Agreement) of any “Variable Interest” (as defined in the Pooling and
Servicing Agreement) so that, after giving effect to that reduction (i) the Transferor Amount is
not less than the Minimum Transferor Amount and (ii) the sum of the aggregate amount of principal
receivables plus amounts on deposit in the Excess Funding Account is not less than the Required
Principal Balance;



     (d) any Servicer Default or any “Servicer Default” under the Pooling and Servicing Agreement
shall occur and as a result of which the interests of the Series 2009-D Noteholders are materially
and adversely affected;



     (e) the Portfolio Yield averaged over any three consecutive Monthly Periods is less than the
Base Rate averaged over such period;



     (f) the Note Principal Balance shall not be paid in full on the Expected Principal Payment
Date;



     (g) without limiting the foregoing, the occurrence of an Event of Default with respect to
Series 2009-D and acceleration of the maturity of the Series 2009-D Notes pursuant to Section
5.3 of the Indenture; or



     (h) the occurrence of an Early Amortization Event as defined in the Pooling and Servicing
Agreement and specified in Section 9.1 of that Agreement;



36









 





then, in the case of any event described in subsection (a), (b) or (d),
after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture
Trustee or the holders of Series 2009-D Notes evidencing more than 50% of the aggregate Outstanding
Amount of Series 2009-D Notes (or, if 100% of the principal amount of the Series 2009-D Notes are
held by the Transferor or any Affiliate of the Transferor, then the holders of Series 2009-D Notes
evidencing more than 50% of the aggregate unpaid principal amount of the Series 2009-D Notes) by
notice then given in writing to the Transferor and the Servicer (and to the Indenture Trustee if
given by the Series 2009-D Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2009-D (a “Series 2009-D Early Amortization Event”) has occurred as of
the date of such notice, and, in the case of any event described in subsection (c),
(e), (f), (g) or (h), a Series 2009-D Early Amortization Event
shall occur without any notice or other action on the part of the Indenture Trustee or the Series
2009-D Noteholders immediately upon the occurrence of such event.



     Section 6.2 Notice of Series 2009-D Early Amortization Events.



     The Issuer agrees that upon the occurrence of a Trust Early Amortization Event or a Series
2009-D Early Amortization Event it shall notify the Federal Reserve Bank of New York
(“FRBNY”) at talfreports@ny.frb.org and FRBNY’s custodian at talf@bnymellon.com and all
Series 2009-D Noteholders of such event and will provide the Indenture Trustee with the material
details of such event to be included in the periodic reports to be distributed to the Series 2009-D
Noteholders pursuant to Section 5.3(a) of this Indenture Supplement.



ARTICLE VII.




Redemption of Series 2009-D Notes; Final Distributions; Series Termination




     Section 7.1 Optional Redemption of Series 2009-D Notes; Final Distributions.



     (a) On any day occurring on or after the date on which the outstanding principal balance of
the Series 2009-D Notes is reduced to 5% or less of the initial outstanding principal balance of
Series 2009-D Notes, the Servicer shall have the option to redeem the Series 2009-D Notes, at a
purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.



     (b) Servicer shall give the Indenture Trustee at least thirty (30) days prior written notice
of the date on which Servicer intends to exercise such optional redemption. Not later than 12:00
noon, New York City time, on such day Servicer shall deposit into the Collection Account in
immediately available funds the excess of the Reassignment Amount over the amount, if any, on
deposit in the Principal Accumulation Account. Such redemption option is subject to payment in
full of the Reassignment Amount. Following such deposit into the Collection Account in accordance
with the foregoing, the Collateral Amount for Series 2009-D shall be reduced to zero and the Series
2009-D Noteholders shall have no further security interest in the Receivables. The Reassignment
Amount shall be distributed as set forth in subsection 7.1(d).



37









 





     (c) (i) The amount to be paid by the Transferor with respect to Series 2009-D in connection
with a reassignment of Receivables to the Transferor pursuant to Section 2.4(e) of the
Transfer and Servicing Agreement shall equal the Reassignment Amount for the first Distribution
Date following the Monthly Period in which the reassignment obligation arises under the Transfer
and Servicing Agreement.




     (ii) The amount to be paid by the Transferor with respect to Series 2009-D in
connection with a repurchase of the Notes pursuant to Section 7.1 of the Transfer
and Servicing Agreement shall equal the Reassignment Amount for the Distribution Date of
such repurchase.



     (d) With respect to (a) the Reassignment Amount deposited into the Distribution Account
pursuant to Section 7.1 or (b) the proceeds of any sale of Receivables pursuant to
Section 5.5(a)(iii) of the Indenture with respect to Series 2009-D, the Indenture Trustee
shall, in accordance with the written direction of the Servicer, not later than 12:00 noon, New
York City time, on the related Distribution Date, make distributions of the following amounts (in
the priority set forth below and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such date) in immediately available funds: (i) (x) the Class
A Note Principal Balance on such Distribution Date will be distributed to the Class A Noteholders
and (y) an amount equal to the sum of (A) Class A Monthly Interest for such Distribution Date, (B)
any Class A Deficiency Amount for such Distribution Date and (C) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Noteholders on any prior Distribution Date, will be distributed to
the Class A Noteholders, (ii) (x) the Class M Note Principal Balance on such Distribution Date will
be distributed to the Class M Noteholders and (y) an amount equal to the sum of (A) Class M Monthly
Interest for such Distribution Date, (B) any Class M Deficiency Amount for such Distribution Date
and (C) the amount of Class M Additional Interest, if any, for such Distribution Date and any Class
M Additional Interest previously due but not distributed to the Class M Noteholders on any prior
Distribution Date, will be distributed to the Class M Noteholders, (iii) (x) the Class B Note
Principal Balance on such Distribution Date will be distributed to the Class B Noteholders and (y)
an amount equal to the sum of (A) Class B Monthly Interest for such Distribution Date, (B) any
Class B Deficiency Amount for such Distribution Date and (C) the amount of Class B Additional
Interest, if any, for such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Noteholders on any prior Distribution Date, will be distributed to
the Class B Noteholders, (iv) (x) the Class C Note Principal Balance on such Distribution Date will
be distributed to the Class C Noteholders and (y) an amount equal to the sum of (A) Class C Monthly
Interest for such Distribution Date, (B) any Class C Deficiency Amount for such Distribution Date,
and (C) the amount of Class C Additional Interest, if any, for such Distribution Date and any Class
C Additional Interest previously due but not distributed to the Class C Noteholders on any prior
Distribution Date will be distributed to the Class C Noteholders, and (v) any excess shall be
released to the Issuer.



     Section 7.2 Series Termination.



     On the Series 2009-D Final Maturity Date, the unpaid principal amount of the Series 2009-D
Notes shall be due and payable, and the right of the Series 2009-D Noteholders to



38









 







receive payments from the Issuer will be limited solely to the right to receive payments
pursuant to Section 5.5 of the Indenture.



ARTICLE VIII.




Miscellaneous Provisions




     Section 8.1 Ratification of Indenture; Amendments. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as one and the same
instrument. This Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 10.1 or 10.2 of the Indenture. For purposes
of the application of Section 10.2 to any amendment of this Indenture Supplement, the
Series 2009-D Noteholders shall be the only Noteholders whose vote shall be required. The Issuer
hereby agrees to provide notice of any amendment to this Indenture Supplement to Moody’s within
five (5) Business Days of execution thereof.



     Section 8.2 Form of Delivery of the Series 2009-D Notes. The Class A Notes shall be
Book-Entry Notes and shall be delivered as Registered Notes as provided in Sections 2.1 and
2.13 of the Indenture. The Class M Notes, the Class B Notes and the Class C Notes shall be
Definitive Notes and shall be registered in the Note Register in the name of the applicable initial
purchaser.



     Section 8.3 Counterparts. This Indenture Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.



     Section 8.4 GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, 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 8.5 Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by U.S. Bank Trust National Association,
not in its individual capacity, but solely in its capacity as Owner Trustee of the Trust, in no
event shall U.S. Bank Trust National Association in its individual capacity have any liability in
respect of the representations, warranties, or obligations of the Trust hereunder or under any
other document, as to all of which recourse shall be had solely to the assets of the Trust, and for
all purposes of this Agreement and each other document, the Owner Trustee (as such or in its
individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions
of the Trust Agreement.



     Section 8.6 Rights of the Indenture Trustee. The Indenture Trustee shall have herein
the same rights, protections, indemnities and immunities as specified in the Master Indenture.



39









 





     Section 8.7 Additional Provisions. (a) The Additional Minimum Transferor Amount is
hereby specified as an additional amount to be considered part of the Minimum Transferor Amount
pursuant to clause (b) of the definition of Minimum Transferor Amount.



     (b) Transferor shall not exercise its right to require reassignment to it or its designee of
the Receivables in any Removed Account or “Removed Account” (as defined in the Pooling and
Servicing Agreement) pursuant to Section 2.7(a) of the Transfer and Servicing Agreement or
Section 2.9(a) of the Pooling and Servicing Agreement more than once during any Monthly
Period; it being understood that this Section 8.7(b) shall not limit any right of the
Transferor pursuant to Section 2.7(b) of the Transfer and Servicing Agreement or
Section 2.9(b) of the Pooling and Servicing Agreement.



     (c) Transferor shall not exercise its discount option pursuant to Section 2.10 of the
Pooling and Servicing Agreement or Section 2.8 of the Transfer and Servicing Agreement.



     Section 8.8 Additional Requirements for Registration of and Limitations on Transfer and
Exchange of Notes.



     (a) All Transfers will be subject to the transfer restrictions set forth on the Notes.



     (b) No Transfer (or purported Transfer) of a Class M Note, Class B Note or Class C Note (or
economic interest therein) shall be made by WFN, the Transferor or any person which is considered
the same person as WFN or the Transferor for U.S. Federal income tax purposes (except to a person
which is considered the same person as WFN for such purposes) and any such Transfer (or purported
Transfer) of such Notes shall be void ab initio unless an Opinion of Counsel is first delivered to
the Indenture Trustee to the effect that such Notes will constitute debt for U.S. federal income
tax purposes.



[SIGNATURE PAGE FOLLOWS]




40









 





     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed
and delivered by their respective duly authorized officers on the day and year first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE

TRUST, as Issuer
	 
	 	 	 	 	 	 
	 	 	By: U.S. Bank Trust National Association, not in its
individual capacity, but solely as Owner Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Annette Morgan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Annette E. Morgan	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Indenture Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David H. Hill	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






	 	 	 	 	 
	 

	 	 	 	 
	Acknowledged and Accepted:
	 
	 	 	 	 
	WORLD FINANCIAL NETWORK NATIONAL BANK,

as Servicer
	 
	 	 	 	 
	By:

	 	/s/ Ronald C. Reed	 	 
	 

	 	 	 	 
	 

	 	Name: Ronald C. Reed


Title: Assistant Treasurer	 	 






	 	 	 	 	 
	 

	 	 	 	 
	WFN CREDIT COMPANY, LLC

as Transferor
	 
	 	 	 	 
	By:

	 	/s/ Daniel T. Groomes	 	 
	 

	 	 	 	 
	 

	 	Name: Daniel T. Groomes	 	 
	 

	 	Title: President	 	 





Indenture Supplement


S-1









 








EXHIBIT A-1




FORM OF CLASS A SERIES 2009-D 4.66% ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON LAW TRUST
ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE ISSUER, OR SOLICIT OR JOIN OR
COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST WFNMT, THE
TRANSFEROR OR THE ISSUER, 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, THE INDENTURE OR ANY OF THE
TRANSACTION DOCUMENTS.



     THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



     BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT,
COVENANT AND AGREE, FOR THE BENEFIT OF THE ISSUER, THE INDENTURE TRUSTEE, THE UNDERWRITERS, THE
SERVICER, WORLD FINANCIAL NETWORK NATIONAL BANK AND THE TRANSFEROR, THAT EITHER (A) YOU ARE NOT A
PLAN (AS DEFINED BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN
ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS
NOTE OR INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA (AS DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR
APPLICABLE LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN
SECTION 3(3) OF THE



Exhibit A-1 (Page 1)









 





EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA, A “PLAN” (AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), SUBJECT TO
SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF
SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER PLAN THAT IS SUBJECT
TO ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS
OF ERISA OR SECTION 4975 OF THE CODE.



Exhibit A-1 (Page 2)









 





			
	REGISTERED
	 	$245,000,000
	No. R-                    
	 	CUSIP NO. 981464CE8






WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS A SERIES 2009-D 4.66% ASSET BACKED NOTE




     World Financial Network Credit Card Master Note Trust (herein referred to as the “Issuer” or
the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated
as of August 1, 2001 (as amended and supplemented), for value received, hereby promises to pay to
Cede & Co., or registered assigns, subject to the following provisions, the principal sum of                     
DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the May 2017 Distribution Date, except as otherwise provided
below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class A Note Interest Rate on each Distribution Date until the principal amount of this
Note is paid in full. Interest on this Note will accrue for each Distribution Date from and
including the most recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



Exhibit A-1 (Page 3)









 





     IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE
TRUST,

as Issuer
	 
	 	 	 	 	 	 
	 	 	By: U.S. Bank Trust National Association, not in its
individual capacity but solely as Owner Trustee under
the Trust Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Dated: ___, 2009




Exhibit A-1 (Page 4)









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class A Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Indenture Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 

	 	Dated:	 	 	 	 







Exhibit A-1 (Page 5)











 





WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS A SERIES 2009-D 4.66% ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as
World Financial Network Credit Card Master Note Trust, Series 2009-D (the “Series 2009-D Notes”),
issued under a Master Indenture dated as of August 1, 2001 (as amended and supplemented, the
“Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as
indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of August 13, 2009 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class B Notes, Class M Notes and the Class C Notes will also be issued under the
Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable
under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class A Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



     THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF



Exhibit A-1 (Page 6)




 









 







LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



Exhibit A-1 (Page 7)





 









 








ASSIGNMENT




Social Security or other identifying number of assignee                     




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                     (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
                     attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	**
	 

	 	 

	 	 	 	 

Signature Guaranteed:
	 	 








 




			
	**	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.




Exhibit A-1 (Page 8)




 









 










EXHIBIT A-2




FORM OF CLASS M SERIES 2009-D 0.00% ASSET BACKED NOTE




     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON LAW TRUST
ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE ISSUER, OR SOLICIT OR JOIN OR
COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST WFNMT, THE
TRANSFEROR OR THE ISSUER, 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, THE INDENTURE OR ANY OF THE
TRANSACTION DOCUMENTS.



     THE HOLDER OF THIS CLASS M NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS M NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



     BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT,
COVENANT AND AGREE, FOR THE BENEFIT OF THE ISSUER, THE INDENTURE TRUSTEE, THE SERVICER, WORLD
FINANCIAL NETWORK NATIONAL BANK AND THE TRANSFEROR, THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED
BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR
WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST
HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA (AS
DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA, A “PLAN” (AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), SUBJECT TO
SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF
SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER PLAN THAT IS SUBJECT
TO ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS
OF ERISA OR SECTION 4975 OF THE CODE.



Exhibit A-2 (Page 1)




 









 





     TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE SUPPLEMENT.




Exhibit A-2 (Page 2)




 









 





			
	 	 	 
	REGISTERED
	 	$11,629,747
	No. R-                       
	 	                   CUSIP No. 981464CF5






WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS M SERIES 2009-D 0.00% ASSET BACKED NOTE




     World Financial Network Credit Card Master Note Trust (herein referred to as the “Issuer” or
the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated
as of August 1, 2001 (as amended and supplemented), for value received, hereby promises to pay to
                    , or registered assigns, subject to the following provisions, the principal
sum of                      DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the May 2017 Distribution Date, except as otherwise provided
below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class M Note Interest Rate on each Distribution Date until the principal amount of this
Note is paid in full. Interest on this Note will accrue for each Distribution Date from and
including the most recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



     THIS CLASS M NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.



Exhibit A-2 (Page 3)




 









 




IN WITNESS WHEREOF, the Issuer has caused this Class M Note to be duly executed.




	 	 	 	 	 	 	 
	 	 	WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE
TRUST,


as Issuer	 	 
	 
	 	 	 	 	 	 
	 	 	By: U.S. Bank Trust National Association, not in its
individual capacity but solely as Owner Trustee under
the Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Dated:                                         , 2009



Exhibit A-2 (Page 4)





 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class M Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 


as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	        
	 	  Authorized Signatory	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





Exhibit A-2 (Page 5)




 









 






WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS M SERIES 2009-D 0.00% ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class M Note is one of a duly authorized issue of Notes of the Issuer, designated as
World Financial Network Credit Card Master Note Trust, Series 2009-D (the “Series 2009-D Notes”),
issued under a Master Indenture dated as of August 1, 2001 (as amended and supplemented, the
“Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as
indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of August 13, 2009 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class A Notes, the Class B Notes and the Class C Notes will also be issued under the
Indenture.



     Payments of principal and interest on the Class M Notes are subordinated to payments of
principal and interest on the Class A Notes pursuant to and in accordance with the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable
under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS M NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class M Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



Exhibit A-2 (Page 6)




 









 





     THIS CLASS M NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.



Exhibit A-2 (Page 7)




 









 





ASSIGNMENT




Social Security or other identifying number of assignee                     .



     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                     (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
                     attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	,	 	 	 	 	**
	 

	 	 

	 	 	 	 

Signature Guaranteed:
	 	 








 




			
	**	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.



Exhibit A-2 (Page 8)




 









 










EXHIBIT A-3




FORM OF CLASS B SERIES 2009-D 0.00% ASSET BACKED NOTE




     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON LAW TRUST
ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE ISSUER, OR SOLICIT OR JOIN OR
COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST WFNMT, THE
TRANSFEROR OR THE ISSUER, 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, THE INDENTURE OR ANY OF THE
TRANSACTION DOCUMENTS.



     THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



     BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT,
COVENANT AND AGREE, FOR THE BENEFIT OF THE ISSUER, THE INDENTURE TRUSTEE, THE SERVICER, WORLD
FINANCIAL NETWORK NATIONAL BANK AND THE TRANSFEROR, THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED
BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR
WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST
HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA (AS
DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA, A “PLAN” (AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), SUBJECT TO
SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF
SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER PLAN THAT IS SUBJECT
TO ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS
OF ERISA OR SECTION 4975 OF THE CODE.



     TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE SUPPLEMENT.



Exhibit A-3 (Page 1)




 









 





			
	 	 	 
	REGISTERED
	 	$14,731,013
	No. R-                                  
	 	        CUSIP No. 981464CG3






WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS B SERIES 2009-D 0.00% ASSET BACKED NOTE




     World Financial Network Credit Card Master Note Trust (herein referred to as the “Issuer” or
the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated
as of August 1, 2001 (as amended and supplemented), for value received, hereby promises to pay to
                    , or registered assigns, subject to the following provisions, the principal
sum of                      DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the May 2017 Distribution Date, except as otherwise provided
below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class B Note Interest Rate on each Distribution Date until the principal amount of this
Note is paid in full. Interest on this Note will accrue for each Distribution Date from and
including the most recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



     THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES AND THE CLASS M NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.



Exhibit A-3 (Page 2)




 









 





IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.




	 	 	 	 	 	 	 
	 	 	WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE
TRUST,

as Issuer	 	 
	 
	 	 	 	 	 	 
	 	 	By: U.S. Bank Trust National Association, not in its
individual capacity but solely as Owner Trustee under
the Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Dated:                                         , 2009



Exhibit A-3 (Page 3)




 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class B Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 


as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





Exhibit A-3 (Page 4)





 









 






WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS B SERIES 2009-D 0.00% ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as
World Financial Network Credit Card Master Note Trust, Series 2009-D (the “Series 2009-D Notes”),
issued under a Master Indenture dated as of August 1, 2001 (as amended and supplemented, the
“Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as
indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of August 13, 2009 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class A Notes, the Class M Notes and the Class C Notes will also be issued under the
Indenture.



     Payments of principal and interest on the Class B Notes are subordinated to payments of
principal and interest on the Class A Notes and the Class M Notes pursuant to and in accordance
with the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable
under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class B Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the



Exhibit A-3 (Page 5)




 









 







Indenture Trustee nor any agent of the Issuer, the Transferor or the Indenture Trustee shall
be affected by notice to the contrary.



     THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.




Exhibit A-3 (Page 6)




 











 





ASSIGNMENT




Social Security or other identifying number of assignee                     .



     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                     (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
                     attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	,	 	 
	 	 
	 	 	 	**
	 

	 	 
	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	Signature Guaranteed:	 	 








 




			
	**	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.





Exhibit A-3 (Page 7)









 





EXHIBIT A-4




FORM OF CLASS C SERIES 2009-D 0.00% ASSET BACKED NOTE




     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST, A COMMON LAW TRUST
ORGANIZED UNDER THE LAWS OF NEW YORK (“WFNMT”), THE TRANSFEROR OR THE ISSUER, OR SOLICIT OR JOIN OR
COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST WFNMT, THE
TRANSFEROR OR THE ISSUER, 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, THE INDENTURE OR ANY OF THE
TRANSACTION DOCUMENTS.



     THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



     BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT,
COVENANT AND AGREE, FOR THE BENEFIT OF THE ISSUER, THE INDENTURE TRUSTEE, THE SERVICER, WORLD
FINANCIAL NETWORK NATIONAL BANK AND THE TRANSFEROR, THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED
BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR
WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST
HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA (AS
DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS OF ERISA, A “PLAN” (AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), SUBJECT TO
SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF
SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER PLAN THAT IS SUBJECT
TO ANY LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION SECTIONS
OF ERISA OR SECTION 4975 OF THE CODE.



Exhibit A-4 (Page 1)









 





     TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE SUPPLEMENT.



Exhibit A-4 (Page 2)









 





			
	 	 	 
	REGISTERED
	 	$38,765,823
	No. R-                     
	 	CUSIP No. 981464CH1






WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D


CLASS C SERIES 2009-D 0.00% ASSET BACKED NOTE




     World Financial Network Credit Card Master Note Trust (herein referred to as the “Issuer” or
the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated
as of August 1, 2001 (as amended and supplemented), for value received, hereby promises to pay to
                    , or registered assigns, subject to the following provisions, the principal
sum of                      DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the May 2017 Distribution Date, except as otherwise provided
below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class C Note Interest Rate on each Distribution Date until the principal amount of this
Note is paid in full. Interest on this Note will accrue for each Distribution Date from and
including the most recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but
excluding such Distribution Date. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



     THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES, THE CLASS M NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.



Exhibit A-4 (Page 3)









 




IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.




	 	 	 	 	 
	 	WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST,

as Issuer

 	 
	 	By:  U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement 
	 
	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Dated:                     , 2009




Exhibit A-4 (Page 4)









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class C Notes described in the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,	 	 
	 	 	as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





Exhibit A-4 (Page 5)









 





WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST SERIES 2009-D




CLASS C SERIES 2009-D 0.00% ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as
World Financial Network Credit Card Master Note Trust, Series 2009-D (the “Series 2009-D Notes”),
issued under a Master Indenture dated as of August 1, 2001 (as amended and supplemented, the
“Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as
indenture trustee (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of August 13, 2009 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall control.



     The Class A Notes, the Class M Notes and the Class B Notes will also be issued under the
Indenture. Payments of principal and interest on the Class C Notes are subordinated to payments of
principal and interest on the Class A Notes, the Class M Notes and the Class B Notes pursuant to
and in accordance with the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Issuer allocated to the payment of this Note for payment hereunder and that neither
the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable
under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, WORLD FINANCIAL
NETWORK NATIONAL BANK, WFN CREDIT COMPANY, LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class C Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



Exhibit A-4 (Page 6)









 





     THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.



Exhibit A-4 (Page 7)









 





ASSIGNMENT



Social Security or other identifying number of assignee                     .




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                     (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
                     attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 
	,	 	 
	 	 
	 	 	 	**
	 

	 	 
	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	Signature Guaranteed:	 	 








 




			
	**	 	The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.





Exhibit A-4 (Page 8)









 






EXHIBIT B

FORM OF MONTHLY PAYMENT INSTRUCTIONS AND

NOTIFICATION TO INDENTURE TRUSTEE




WORLD FINANCIAL NETWORK NATIONAL BANK

WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST

Series 2004-C, 2006-A, 2008-A, 2008-B, 2009-A, 2009-B, 2009-C and 2009-D

MONTHLY PERIOD ENDING



[                    ]




I. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS




     WFN, as Servicer does hereby instruct The Bank of New York Mellon Trust Company, N.A., as
Indenture Trustee, to pay in accordance with the Series 2004-C Indenture Supplement, dated as of
September 22, 2004, the 2006-A Indenture Supplement, dated as of April 28, 2006, the 2008-A
Indenture Supplement, dated as of September 12, 2008, the Series 2008-B Indenture Supplement, dated
as of September 12, 2008, the 2009-A Indenture Supplement, dated as of April 14, 2009, the 2009-B
Indenture Supplement, dated as of August 13, 2009, the 2009-C Indenture Supplement, dated as of
August 13, 2009, and the 2009-D Indenture Supplement, dated as of August 13, 2009 [additional
indenture supplements as applicable from time to time] (each, an “Indenture Supplement”) from the
Distribution Account (or other Series Account as specified below) on [ ] which date is a Transfer
Date under each Indenture Supplement, amounts so deposited pursuant to each Indenture Supplement as
set below. Defined terms used herein have the meanings specified in the related Indenture
Supplements.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	 	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 	 	Total	 
	INTEREST PAYMENTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(From Distribution
Accounts)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Amount to be
distributed to the Class
A Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. Amount to be
distributed to the Class
M Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3. Amount to be
distributed to the Class
B Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4. Amount to be
distributed to the Class
C Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. Amount to be
distributed to the Swap
Provider
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit B (Page 1)









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	 	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 	 	Total	 
	6. Amount to be received
from the Swap Provider
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7. Amount to be returned
to WFN
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRINCIPAL PAYMENTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(From Principal Accounts)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Amount to be
distributed to the Class
A Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. Amount to be
distributed to the Class
M Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3. Amount to be
distributed to the Class
B Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4. Amount to be
distributed to the Class
C Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRANSFER OF INTEREST
EARNINGS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(from Accounts below to
Finance Charge Accounts)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. Cash Collateral
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. Spread Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3. Principal
Accumulation Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4. Principal Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	World Financial Network National Bank, as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Exhibit B (Page 2)









 








EXHIBIT C




FORM OF MONTHLY NOTEHOLDERS’ STATEMENT




MONTHLY NOTEHOLDER’S STATEMENT

WORLD FINANCIAL NETWORK CREDIT CARD

MASTER NOTE TRUST

SERIES 2004-C, SERIES 2006-A, SERIES 2008-A, SERIES 2008-B, SERIES 2009-A, SERIES

2009-B, SERIES 2009-C AND SERIES 2009-D



Pursuant to the Master Indenture, dated as of August 1, 2001, (as amended and supplemented, the
“Indenture”) between World Financial Network Credit Card Master Note Trust (the “Issuer”) and The
Bank of New York Mellon Trust Company, N.A., as indenture trustee (the “Indenture Trustee”), the
Series 2004-C Indenture Supplement, dated as of September 22, 2004, the 2006-A Indenture
Supplement, dated April 28, 2006, the 2008-A Indenture Supplement, dated as of September 12, 2008,
the 2008-B Indenture Supplement, dated as of September 12, 2008, the Series 2009-A Indenture
Supplement, dated as of April 14, 2009, the Series 2009-B Indenture Supplement, dated as of August
13, 2009, the Series 2009-C Indenture Supplement, dated as of August 13, 2009, and the Series
2009-D Indenture Supplement, dated as of August 13, 2009 (each, an “Indenture Supplement”), World
Financial Network National Bank, as Servicer (the “Servicer”) under the Transfer and Servicing
Agreement, dated as of August 1, 2001 (as amended, the “Transfer and Servicing Agreement”) between
the Servicer, WFN Credit Company, LLC, as Transferor and the Issuer, is required to prepare certain
information each month regarding current distributions to the Noteholders and the performance of
the Trust during the previous month. The information required to be prepared with respect to the
Distribution Date of [ ], 200[ ], and with respect to the performance of the Trust during the
month of [ ], 200[ ] is set forth below. Capitalized terms herein are defined in the Indenture
and the Indenture Supplements.




	 	 	 
	Monthly Period:

	 	 

	 

	 	 
	Determination Date:
	 	 
	 

	 	 
	Distribution Date:
	 	 
	 

	 	 
	Number of Days in Period:
	 	 
	 

	 	 
	Number of Days in Month:
	 	 
	 

	 	 
	Record Date:
	 	 
	 

	 	 





I. DEAL PARAMETERS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(a) Class A Initial Note Principal
Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Class M Initial Note Principal
Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Class B Initial Note Principal
Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Class C Initial Note Principal
Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Total Initial Note Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Class A Initial Note Principal
Balance %
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 1)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(g) Class M Initial Note Principal
Balance %
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Class B Initial Note Principal
Balance %
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Class C Initial Note Principal
Balance %
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) Required Retained Transferor
Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Additional Minimum Transferor
Percentage (2% Nov-Jan; 0% otherwise)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) LIBOR rate as of most recent reset
day
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(m) Class A Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(n) Class A Swap Rate, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(o) Class M Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(p) Class M Swap Rate, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(q) Class B Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(r) Class B Swap Rate, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(s) Class C Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(t) Class C Swap Rate, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(u) Servicing Fee Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






II. COLLATERAL AMOUNTS AND ALLOCATION PERCENTAGES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	Monthly Period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a) Initial Collateral Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Principal Payments made
to Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Principal Accumulation
Account Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Unreimbursed Investor
Charge-offs and Reallocated
Principal Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Collateral Amount- End
of Current Monthly Period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Beginning Class A Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Beginning Class M Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Beginning Class B Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Beginning Class C Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Exhibit C (Page 2)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(j) Total Beginning Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Ending Class A Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) Ending Class M Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(m) Ending Class B Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(n) Ending Class C Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(o) Total Ending Note
Principal Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(p) Allocation Percentage-
Finance Charges Collections
and Default Amounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(q) Allocation Percentage-
Principal Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






III. RECEIVABLES IN THE TRUST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(a) Beginning of the Month Principal
Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Collection of
Principal
Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Defaulted
Receivables
(principal
charge-offs):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Dilution
(Principal net of
Debit Adjustments):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Sales
(principal
receivables
generated):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Net
(Removal)/Addition
of Principal
Receivables:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) End of Month
Principal
Receivables (a - b
- c - d + e + f)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Recoveries of
previously
Charged-off
Receivables:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Beginning of
the Month Finance
Charge Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) End of the
Month Finance
Charge Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 3)









 





IV. RECEIVABLES PERFORMANCE SUMMARY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	COLLECTIONS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a) Collections of
Principal Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Collections of Finance
Charge Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Total Collections (a+b).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Monthly Payment Rate (%
of Beginning Total
Receivables Outstanding)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	DELINQUENCIES AND
LOSSES:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of the month
delinquencies:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) 1-30 days
delinquent (CA1)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) 31-60 days
delinquent (CA2)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) 61-90 days
delinquent (CA3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) 91-120 days
delinquent (CA4)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) 121-150 days
delinquent (CA5)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) 151+ days
delinquent (CA6)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Total
delinquencies (e
+f + g + h + i +
j)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHARGE-OFFS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) Defaulted
Receivables
(principal
charge-offs):
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(m) Recoveries of
previously
Charged-off
Receivables
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(n) Gross Principal
Charge-Offs (% of
End of Month Total
Principal
Receivables)
(annualized)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(o) Net Principal
Charge-Offs (% of
End of Month Total
Principal
Receivables)
(annualized)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






V. TRANSFEROR INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(a) Required Retained
Transferor Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Additional Minimum
Transferor Percentage (2%
Nov-Jan; 0% otherwise)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 4)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(c) Beginning Transferor’s
Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Ending Transferor’s Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Minimum Transferor’s
Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Excess Funding Account
Balance at end of Monthly
Period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Principal Accounts
Balance at end of Monthly
Period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Sum of Principal
Receivables, Excess Funding
Account and Principal
Accounts
at end of Monthly Period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






VI. TRUST ACCOUNT BALANCES AND EARNINGS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	BEGINNING ACCOUNT BALANCES:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a) Finance Charge Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Cash Collateral Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Spread Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Principal Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Principal Accumulation
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	ENDING ACCOUNT BALANCES:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Finance Charge Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Cash Collateral Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Spread Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Principal Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) Principal Accumulation
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	INTEREST AND EARNINGS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(m) Interest and
Earnings on Finance
Charge Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(n) Interest and
Earnings on Cash
Collateral Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(o) Interest and
Earnings on Spread
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(p) Interest and
Earnings on Reserve
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(q) Interest and
Earnings on
Principal
Accumulation
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 5)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(r) Interest and
Earnings on
Principal Funding
Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






VII. ALLOCATION AND APPLICATION of COLLECTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	APPLICATIONS OF FINANCE CHARGE
COLLECTIONS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a) Floating Allocation of Finance
Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Class A Monthly Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Class A Swap Payment Due to
(from) Swap Provider, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Class M Monthly Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Class M Swap Payment Due to
(from) Swap Provider, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Class B Monthly Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Class B Swap Payment Due to
(from) Swap Provider, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Servicing Fee (Beginning
Collateral Amount*2%/12)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Class C Monthly Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) Class C Swap Payment Due to
(from) Swap Provider, if applicable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Investor Default Amounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) Uncovered Dilution Amounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(m) Unreimbursed Investor Chargeoffs
and Reallocated Principal Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(n) Required to be Deposited into
Cash Collateral Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(o) Required Reserve Account Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(p) Required to be Deposited into the
Spread Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(q) Required Payments and Deposits
Relating to Interest Rate Swaps
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 6)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(r) Other Payments Required to be made
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(s) Excess Finance Charge Collections
(a-b-c-d-e-f-g-h-i-j-k-l-m-n-o-p-q-r)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	APPLICATION OF PRINCIPAL COLLECTIONS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(t) Investor Principal Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(u) Less Reallocated Principal
Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(v) Plus Shared Principal
Collections from other Principal
Sharing Series
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(w) Plus Aggregate amount of
Finance Charge Collections
applied to cover Defaults and Uncovered
Dilution and to be treated
as Available Principal
Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(x) Available Principal
Collections (t+u+v+w)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(y) Deposits to Principal
Accumulation Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(z) Monthly Principal applied for
payments to the Class A
Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(aa) Monthly Principal applied
for payments to the Class M
Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(ab) Monthly Principal applied
for payments to the Class B
Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(ac) Monthly Principal applied
for payments to the Class C
Noteholders
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(ad) Shared Principal Collections
applied to other Principal
Sharing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 7)









 






VIII. INVESTOR CHARGE-OFFS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(a) Investor Defaults and
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Uncovered Dilution
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Reimbursed from Available
Funds
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Reimbursed from Cash
Collateral Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Total reimbursed in
respect of Investor Defaults
and Dilution
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Investor Charge-off (a - d)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






IX. YIELD AND BASE RATE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	Base Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Monthly interest, any net swap
payments and monthly servicing
fees divided by collateral
amounts plus amounts on deposit
in the principal accumulation
account)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a) Base Rate (current month)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Base Rate (prior month)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Base Rate (2 months prior)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) 3 Month Average Base Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portfolio Yield
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Finance charge collections less
defaults allocable to each
series divided by collateral
amounts plus amounts on deposit
in the principal accumulation
account)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Portfolio Yield (current
month)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Portfolio Yield (prior month)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Portfolio Yield (2 months
prior)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) 3 Month Average Portfolio
Yield
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Spread Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Portfolio Yield less Base Rate)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Portfolio Adjusted Yield
(current month)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) Portfolio Adjusted Yield
(prior month)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Portfolio Adjusted Yield (2
months prior)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 8)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(l) Portfolio Adjusted Yield (3
month average)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






IX. PRINCIPAL ACCUMULATION ACCOUNT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(a) Cumulative
Class A principal
distributed to PAA
(as of prior
distribution date)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Class A
Principal deposited
in the Principal
Accumulation
Account (PAA)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Total Class A
Principal deposited
in the PAA (a + b)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(d) Cumulative
Class M principal
distributed to PAA
(as of prior
distribution date)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Class M
Principal deposited
in the Principal
Accumulation
Account (PAA)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Total Class M
Principal deposited
in the PAA (d + e)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Cumulative
Class B principal
distributed to PAA
(as of prior
distribution date)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Class B
Principal deposited
in the Principal
Accumulation
Account (PAA)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Total Class B
Principal deposited
in the PAA (g + h)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) Cumulative
Class C principal
distributed to PAA
(as of prior
distribution date)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Class C
Principal deposited
in the Principal
Accumulation
Account (PAA)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) Total Class C
Principal deposited
in the PAA (j + k)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(m) Ending PAA
balance (c + f + i
+l)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






X. PRINCIPAL REPAYMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(a) Class A Principal Paid
(as of prior distribution
dates)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Class A Principal Payments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(c) Total Class A Principal
Paid (a + b)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Exhibit C (Page 9)









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 	 	Series	 
	 	 	2004-C	 	 	2006-A	 	 	2008-A	 	 	2008-B	 	 	2009-A	 	 	2009-B	 	 	2009-C	 	 	2009-D	 
	(d) Class M Principal Paid
(as of prior distribution
dates)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(e) Class M Principal Payments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(f) Total Class M Principal
Paid (d + e)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(g) Class B Principal Paid
(as of prior distribution
dates)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(h) Class B Principal Payments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Total Class B Principal
Paid (g + h)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(j) Class C Principal Paid
(as of prior distribution
dates)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(k) Class C Principal Payments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(l) Total Class C Principal
Paid (j + k)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	World Financial Network National Bank, as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Exhibit C (Page 10)









 








SCHEDULE 1




PERFECTION COVENANTS




     Indenture Trustee covenants that it shall retain possession of the Collateral Certificate and
that it shall not cause or allow possession of the Collateral Certificate to be transferred to any
other entity, including any Affiliate of Indenture Trustee, unless (i) the Indenture Trustee
provides written notice of its intent to transfer possession of the Collateral Certificate to the
Owner Trustee, the Issuer and the Administrator at least sixty (60) days prior to such transfer,
(ii) each of the Issuer and the Indenture Trustee receives an Opinion of Counsel of the
Administrator stating that the Indenture Trustee will continue to have a perfected security
interest in the Collateral Certificate free of any adverse claim and (iii) the Indenture Trustee
receives a certificate of the Administrator, on behalf of the Issuer, signed by the Chairman of the
Board, President, any Vice President or the Treasurer or any Assistant Treasurer, stating that the
lien of the Indenture continues to constitute a valid first priority perfected security interest in
the Collateral Certificate (other than with respect to a tax, mechanics or similar lien).



-1-