EXHIBIT 4.5
ADMINISTRATION AGREEMENT
between
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
Issuer,
and
WORLD FINANCIAL NETWORK NATIONAL BANK
Administrator
Dated as of [________], 2001
TABLE OF CONTENTS
PAGE
1. Duties of Administrator...............................................................1
2. Records...............................................................................7
3. Compensation..........................................................................7
4. Additional Information to be Furnished to Issuer......................................7
5. Independence of Administrator.........................................................7
6. No Joint Venture......................................................................7
7. Other Activities of Administrator.....................................................7
8. Term of Agreement; Resignation and Removal of Administrator...........................7
9. Action upon Termination, Resignation or Removal.......................................9
10. Notices...............................................................................9
11. Amendments............................................................................9
12. Successors and Assigns...............................................................10
13. GOVERNING LAW........................................................................11
14. Headings.............................................................................11
15. Counterparts.........................................................................11
16. Severability.........................................................................11
17. Not Applicable to WFN in Other Capacities............................................11
18. Limitation of Liability of Owner Trustee.............................................11
19. Third-Party Beneficiary..............................................................11
20. Nonpetition Covenants................................................................12
21. Successor Administrator..............................................................12
-i-
ADMINISTRATION AGREEMENT, dated as of [_________], 2001 (the
"ADMINISTRATION AGREEMENT"), between WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST, a business trust organized and existing under the laws of
the State of Delaware ("ISSUER"), and WORLD FINANCIAL NETWORK NATIONAL BANK,
a national banking association, as administrator ("ADMINISTRATOR").
W I T N E S S E T H :
WHEREAS, Issuer has entered into a Master Indenture, dated as of
[________], 2001 (the "INDENTURE"), between Issuer and BNY Midwest Trust
Company, as indenture trustee ("INDENTURE TRUSTEE"), to provide for the
issuance of its asset backed notes (the "NOTES") from time to time pursuant
to one or more indenture supplements. Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in ANNEX A to
the Indenture;
WHEREAS, Issuer has entered into certain agreements in connection with
the issuance of the Notes, the issuance of the Transferor Interest and
transactions related thereto, including (i) the Transfer and Servicing
Agreement, (ii) the Trust Agreement, and (iii) the Indenture (the Transfer and
Servicing Agreement, the Trust Agreement, the Indenture and all Indenture
Supplements being hereinafter referred to collectively as the "RELATED
AGREEMENTS");
WHEREAS, pursuant to the Related Agreements, Issuer and Owner Trustee
are required to perform certain duties in connection with (a) the Notes and the
Collateral and (b) the Transferor Interest;
WHEREAS, Issuer and Owner Trustee desire to have Administrator perform
certain of the duties of Issuer and Owner Trustee referred to in the preceding
clause, and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as Issuer and Owner Trustee may from
time to time request; and
WHEREAS, Administrator has the capacity to provide the services
required hereby and is willing to perform such services for Issuer and Owner
Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE RELATED AGREEMENTS. Administrator shall
consult with Owner Trustee regarding the duties of Issuer and Owner Trustee
under the Related Agreements. Administrator shall monitor the performance of
Issuer and shall advise Owner Trustee when action is necessary to comply with
Issuer's or Owner Trustee's duties under the Related Agreements.
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Administrator shall prepare for execution by Issuer or Owner Trustee or shall
cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, orders, certificates and opinions as it shall
be the duty of Issuer or Owner Trustee to prepare, file or deliver pursuant
to any Related Agreement. In furtherance of the foregoing, Administrator
shall take all appropriate action that it is the duty of Issuer or Owner
Trustee to take pursuant to the Indenture including such of the foregoing as
are required with respect to the following matters under the Indenture
(references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and
instruments required for execution, authentication and delivery of the
Notes (whether upon initial issuance, transfer or exchange, or
otherwise), if any, and delivery of the same to Indenture Trustee (if
applicable) (SECTIONS 2.3, 2.5, 2.6, 2.11(c) or 2.14);
(ii) the duty to cause the Note Register to be kept, to
appoint a successor Transfer Agent and Registrar, if necessary, and to
give Indenture Trustee notice of any appointment of a new Transfer
Agent and Registrar and the location, or change in location, of the
Note Register (SECTION 2.5);
(iii) the furnishing of Indenture Trustee, Servicer, any
Noteholder or the Paying Agent with the names and addresses of
Noteholders after receipt of a written request therefor from Indenture
Trustee, Servicer, any Noteholder or the Paying Agent, respectively, or
as otherwise specified in the Indenture (SECTIONS 2.9(a) and 7.1);
(iv) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release
of collateral (SECTION 8.7);
(v) the duty to cause Issuer to maintain an office or agency
within New York (and as otherwise set forth in an Indenture Supplement)
and to give Indenture Trustee and the Noteholders notice of the
location, or change in location, of such office or agency (SECTION
3.2);
(vi) the duty to direct Indenture Trustee to deposit with any
Paying Agent the sums specified in the Indenture and the preparation of
an Issuer Order directing the investment of such funds in Permitted
Investments (SECTION 3.3);
(vii) the duty to cause newly appointed Paying Agents, if any,
to deliver to Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (SECTION 3.3);
(viii) the direction to Paying Agents to pay to Indenture
Trustee all sums held in trust by such Paying Agents (SECTION 3.3);
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(ix) the duty to cause Issuer to keep in full force its
existence, rights and franchises as a Delaware business trust and the
obtaining and preservation of Issuer's qualification to do business in
each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of the Indenture, the Notes,
the Collateral and each other related instrument and agreement (SECTION
3.4);
(x) the preparation of all supplements, amendments, financing
statements, continuation statements, if any, instruments of further
assurance and other instruments necessary to protect, maintain and
enforce the Collateral (SECTION 3.5);
(xi) the obtaining of the Opinion of Counsel on each Closing
Date and the annual delivery of Opinions of Counsel as to the
Collateral, and the annual delivery of the Officer's Certificate
(SECTIONS 3.6 and 3.9);
(xii) the identification to Indenture Trustee in an Officer's
Certificate of a Person with whom Issuer has contracted to assist it in
performing its duties under the Indenture (SECTION 3.7(b));
(xiii) causing the delivery of notice by Indenture Trustee to
the Rating Agencies of the occurrence of any Servicer Default of which
Issuer has knowledge and the action, if any, being taken in connection
with such default (SECTION 3.7(d));
(xiv) the delivery to Indenture Trustee, within 120 days after
the end of each fiscal year of Issuer of an Officer's Certificate with
respect to various matters relating to compliance with the Indenture
(SECTION 3.9);
(xv) the preparation and obtaining of documents, certificates,
opinions and instruments required in connection with the consolidation
or merger by Issuer with or into any other Person or the sale of
Issuer's assets substantially as an entirety to any Person (SECTION
3.10);
(xvi) the delivery of notice to Indenture Trustee and the
Rating Agencies of (1) each Event of Default, (2) each default by
Servicer or Transferor under the Transfer and Servicing Agreement
(SECTION 3.18) and (3) each default by the RPA Seller under the
Receivables Purchase Agreement;
(xvii) the monitoring of Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officer's Certificate and the obtaining of the Opinion of Counsel and
the Independent Certificate relating thereto (SECTION 4.1);
(xviii) the compliance with any directive of Indenture Trustee
with respect to the sale of the Collateral if an Event of Default shall
have
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occurred and be continuing and the Notes have been accelerated
(SECTION 5.5);
(xix) the preparation of an Officer's Certificate to be
delivered to Indenture Trustee and the delivery of such Officer's
Certificate to the Noteholders (SECTION 6.3(b));
(xx) the removal of Indenture Trustee, if necessary and in
compliance with the Indenture, and the appointment of a successor
(SECTION 6.8);
(xxi) the preparation of various reports to be filed with
Indenture Trustee and the Commission, as applicable (SECTION 7.3);
(xxii) notifying Indenture Trustee if and when the Notes are
listed on any stock exchange (SECTION 7.4);
(xxiii) the preparation of an Issuer Order and Officer's
Certificate and the obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Collateral (SECTIONS
8.7 and 8.8);
(xxiv) the preparation of Issuer Orders, agreements,
certificates, instruments, consents and other documents and the
obtaining of Opinions of Counsel with respect to the execution of
supplemental indentures (SECTIONS 3.7(f), 10.1, 10.2 and 10.3);
(xxv) the execution of new Notes conforming to any
supplemental indenture (SECTION 10.6);
(xxvi) the preparation of all Officers' Certificates, Opinions
of Counsel and, if necessary, Independent Certificates with respect to
any requests by Issuer to Indenture Trustee to take any action under
the Indenture (SECTION 12.1(a));
(xxvii) the preparation and delivery of Officers' Certificates
and the obtaining of Independent Certificates, if necessary, in
connection with the deposit of any Collateral or other property or
securities with Indenture Trustee that is to be made the basis for the
release of property from the lien of the Indenture (SECTION 12.1(b));
(xxviii) the preparation and delivery to Noteholders and
Indenture Trustee of any agreements with respect to alternate payment
and notice provisions (SECTION 12.6); and
(xxix) compliance with the provisions of the Transfer and
Servicing Agreement, Indenture Supplement and Trust Agreement
applicable to Issuer.
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(b) ADDITIONAL DUTIES.
(i) In addition to the duties of Administrator set forth
above, but subject to SECTIONS 1(c)(ii) and 5, Administrator shall
perform all duties and obligations of Issuer under the Related
Agreements, and shall perform such calculations and shall prepare for
execution by Issuer and shall cause the preparation by other
appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of
Issuer or Owner Trustee to prepare, file or deliver pursuant to the
Related Agreements and shall administer the Trust in the interest of
the holder of the Transferor Interest, and at the request of Issuer
shall take all appropriate action that it is the duty of Issuer or
Owner Trustee to take pursuant to the Related Agreements. Subject to
SECTIONS 1(c)(ii) and 5 of this Agreement, and in accordance with the
directions of Issuer, Administrator shall administer, perform or
supervise the performance of such other activities in connection with
the Collateral (including the Related Agreements) as are not covered by
any of the foregoing provisions and as are expressly requested by Owner
Trustee and are reasonably within the capability of Administrator.
(ii) Administrator shall perform any duties expressly required
to be performed by Administrator under the Trust Agreement, including
the preparation of tax returns pursuant to SECTION 5.7 of the Trust
Agreement.
(iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, Administrator may enter into
transactions with or otherwise deal with any of its Affiliates;
PROVIDED, HOWEVER, that the terms of any such transactions or dealings
shall be in accordance with any directions received from Issuer and
shall be, in Administrator's opinion, no less favorable to Issuer than
would be available from unaffiliated parties.
(iv) It is the intention of the parties hereto that
Administrator shall, and Administrator hereby agrees to, prepare, file
and deliver on behalf of Issuer all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of
Issuer to prepare, file or deliver pursuant to the Related Agreements,
including any filing, reports, notices, applications and registrations
with, and seek any consents or authorizations from, the Securities and
Exchange Commission and any state authority on behalf of Issuer as may
be necessary or advisable to comply with any federal or state
securities or reporting requirements laws, to the extent not provided
by Servicer in accordance with SECTION 3.1(a) of the Pooling and
Servicing Agreement and SECTION 3.10 of the Transfer and Servicing
Agreement. In furtherance thereof, Owner Trustee shall, on behalf of
Issuer, execute and deliver to Administrator and its agents, and to
each successor Administrator appointed pursuant to the terms hereof,
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one or more powers of attorney substantially in the form of EXHIBIT A
hereto, appointing Administrator the attorney-in-fact of Issuer for the
purpose of executing on behalf of Issuer all such documents, reports,
filings, instruments, certificates and opinions.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable judgment of
Administrator are nonministerial, Administrator shall not take any
action unless within a reasonable time before the taking of such
action, Administrator shall have notified Transferor of the proposed
action and Transferor shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence,
"non-ministerial matters" shall include:
(A) the amendment of or any supplement to the
Indenture;
(B) the initiation of any claim or lawsuit by Issuer
and the compromise of any action, claim or lawsuit brought by
or against Issuer (other than in connection with the
collection or enforcement of the Collateral);
(C) the amendment, change or modification of the
Related Agreements;
(D) the appointment of successor Transfer Agent and
Registrars, successor Paying Agents and successor Indenture
Trustees pursuant to the Indenture or the appointment of
successor Administrators, or the consent to the assignment by
the Transfer Agent and Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(E) the removal of Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, Administrator shall not be obligated to, and shall not, (x)
make any payments from its own funds to the Noteholders, the beneficial
owners of the Trust or any other Person under the Related Agreements,
(y) sell the Receivables (or interests therein) pursuant to SECTION 5.5
of the Indenture other than pursuant to a written directive of
Indenture Trustee or (z) take any other action that Issuer directs
Administrator not to take on its behalf.
2. RECORDS. Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by Issuer, Owner Trustee,
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Indenture Trustee, Servicer and Transferor at any time during normal business
hours.
3. COMPENSATION. As compensation for the performance of Administrator's
obligations under this Agreement, Administrator shall be entitled to $100 per
month which shall be payable in accordance with Section 3.1(e) of the Transfer
and Servicing Agreement. Transferor shall be responsible for payment of
Administrator's fees (to the extent not paid pursuant to Section 3.1(e) of the
Transfer and Servicing Agreement).
4. ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER. Administrator
shall furnish to Issuer from time to time such additional information regarding
the Collateral as Issuer shall reasonably request.
5. INDEPENDENCE OF ADMINISTRATOR. For all purposes of this Agreement,
Administrator shall be an independent contractor and shall not be subject to the
supervision of Issuer or Owner Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by Issuer, Administrator shall have no authority to act for or
represent Issuer or Owner Trustee in any way and shall not otherwise be deemed
an agent of Issuer or Owner Trustee.
6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i)
constitute Administrator and either of Issuer or Owner Trustee as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity, (ii) be construed to impose any liability as such on any
of them or (iii) be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in business
activities similar to those of Issuer, Owner Trustee or Indenture Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the termination of
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to SECTIONS 8(e) and (f), Administrator may resign its
duties hereunder by providing Issuer with at least sixty (60) days prior written
notice.
(c) Subject to SECTIONS 8(e) and (f), Issuer may remove Administrator
without cause by providing Administrator with at least sixty (60) days prior
written notice.
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(d) Subject to SECTIONS 8(e) and (f), at the sole option of Issuer,
Administrator may be removed immediately upon written notice of termination from
Issuer to Administrator if any of the following events shall occur:
(i) Administrator shall default in the performance of any of
its duties under this Agreement and, after notice of such default,
shall not cure such default within thirty (30) days (or, if such
default cannot be cured in such time, shall not give within thirty (30)
days such assurance of cure as shall be reasonably satisfactory to
Issuer);
(ii) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have
been vacated within sixty (60) days, in respect of Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver,
conservator, liquidator, assignee, custodian, trustee, sequestrator or
similar official for Administrator or any substantial part of its
property or order the winding up or liquidation of its affairs; or
(iii) Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for Administrator or any substantial
part of its property, shall consent to the taking of possession by any
such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors, shall admit in writing
its inability to pay its debts generally as they become due or shall
fail generally to pay its debts as they become due.
Administrator agrees that if any event specified in CLAUSE
(ii) or (iii) of this SECTION 8(d) shall occur, it shall give written
notice thereof to Issuer and Indenture Trustee within seven (7) days
after the happening of such event. After obtaining knowledge of any
event specified in CLAUSE (i), (ii) or (iii) of this SECTION 8(d),
Issuer shall give prompt written notice thereof to the Rating Agencies.
(e) No resignation or removal of Administrator pursuant to this SECTION
8 shall be effective until (i) a successor Administrator shall have been
appointed by Issuer and (ii) such successor Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as
Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.
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9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon
the effective date of termination of this Agreement pursuant to SECTION 8(a)
or the resignation or removal of Administrator pursuant to SECTIONS 8(b), (c)
or (d), respectively, Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. Administrator shall forthwith upon such termination
pursuant to SECTION 8(a) deliver to Transferor all property and documents of
or relating to the Collateral then in the custody of Administrator. In the
event of the resignation or removal of Administrator pursuant to SECTIONS
8(b), (c) or (d), respectively, Administrator shall cooperate with Issuer and
take all reasonable steps requested to assist Issuer in making an orderly
transfer of the duties of Administrator.
10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to Issuer or Owner Trustee, to [ ], with a copy to
Administrator;
(b) if to Administrator, to World Financial Network National Bank, 800
Techcenter Drive, Gahanna, Ohio 43230, Attention: President;
(c) if to Indenture Trustee, to BNY Midwest Trust Company, [ ];
(d) if to Transferor, to WFN Credit Company, LLC, [ ];
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above, except that notices to Indenture
Trustee, Transferor, Administrator or Issuer are effective only upon receipt.
11. AMENDMENTS. This Agreement may be amended from time to time, by a
written amendment duly executed and delivered by Issuer and Administrator, with
the written consent of Owner Trustee (as such and in its individual capacity),
without the consent of any of the Noteholders, Transferor or any beneficial
owners of the Trust, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the Noteholders or any beneficial owners
of the Trust; PROVIDED, HOWEVER, that such amendment will not, as evidenced by
an Officer's Certificate of Administrator addressed and delivered to Owner
Trustee, materially and adversely affect the interests of any Noteholder or any
beneficial owner of the Trust.
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This Agreement may also be amended from time to time, by a written
amendment duly executed and delivered by Issuer and Administrator, with the
written consent of Owner Trustee (as such and in its individual capacity),
the holders of Notes evidencing not less than 66 2/3% of the Outstanding
Amount of the Notes, and any beneficial owner of the Trust, for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Agreement or modifying in any manner the rights of
Noteholders or any beneficial owner of the Trust; PROVIDED, HOWEVER, that,
without the consent of the Holders of all of the Notes then Outstanding, no
such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the Receivables
or distributions that are required to be made for the benefit of the
Noteholders or (b) reduce the aforesaid portion of the Outstanding Amount of
the Notes, the Holders of which are required to consent to any such amendment.
Prior to the execution of any such amendment or consent,
Administrator shall furnish written notification of the substance of such
amendment or consent to each Rating Agency. Promptly after the execution of
any such amendment or consent, Administrator shall furnish written
notification of the substance of such amendment or consent to Indenture
Trustee.
It shall not be necessary for the consent of Noteholders pursuant to
this Section 11 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof.
12. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by
Administrator unless such assignment is previously consented to in writing by
Issuer, Transferor and Owner Trustee (as such and in its individual capacity)
and subject to the satisfaction of the Rating Agency Condition in respect
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as
Administrator is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by Administrator without the consent of Issuer,
Transferor, Owner Trustee or the Rating Agencies to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to Administrator, provided that such successor organization executes
and delivers to Issuer, Transferor and Owner Trustee an agreement in which
such corporation or other organization agrees to be bound hereunder by the
terms of said assignment in the same manner as Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors
or assigns of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT 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.
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14. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
16. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
17. NOT APPLICABLE TO WFN IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation WFN may have in any other capacity, other
than as Administrator.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
[ ] not in its individual capacity but solely in its capacity as
Owner Trustee of Issuer and in no event shall [ ] in its
individual capacity or any beneficial owner of Issuer have any liability for
the representations, warranties, covenants, agreements or other obligations
of Issuer hereunder, as to all of which recourse shall be had solely to the
assets of Issuer. For all purposes of this Agreement, in the performance of
any duties or obligations hereunder, 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.
19. THIRD-PARTY BENEFICIARY. Owner Trustee is a third party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
20. NONPETITION COVENANTS. Notwithstanding any prior termination of
this Agreement, neither Owner Trustee nor Administrator shall at any time
institute against Issuer, Transferor or Certificate Trust, or solicit or join
or cooperate with or encourage any institution against Issuer, Transferor or
Certificate Trust of any bankruptcy, reorganization, arrangement, insolvency
to liquidating proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Administration Agreement or any of the other Transaction
Documents; PROVIDED, HOWEVER, that this SECTION 20 shall not operate to
preclude any remedy described in Article V of the Indenture.
21. SUCCESSOR ADMINISTRATOR. In the event of a servicing transfer
pursuant to Article VII of the Transfer and Servicing Agreement, the successor
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servicer under the Transfer and Servicing Agreement shall, upon the date of
such servicing transfer, become the successor Administrator hereunder.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
WORLD FINANCIAL NETWORK CREDIT CARD MASTER
NOTE TRUST
By: [ ],
not in its individual capacity
but solely as Owner Trustee
By:_______________________________________
Name:
Title:
WORLD FINANCIAL NETWORK
NATIONAL BANK, as Administrator
By:_______________________________________
Name:
Title:
Acknowledged and Accepted:
WFN CREDIT COMPANY, LLC,
as Transferor
By:__________________________________
Name:
Title:
Administration Agreement Signature Page
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EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF ILLINOIS )
)
COUNTY OF COOK )
KNOW ALL MEN BY THESE PRESENTS, that World Financial Network Credit Card
Master Note Trust, a Delaware business trust ("Trust"), does hereby make,
constitute and appoint World Financial Network National Bank, as
Administrator under the Administration Agreement (as defined below), and its
agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Trust
all such documents, reports, filings, instruments, certificates and opinions
as it shall be the duty of the Trust to prepare, file or deliver pursuant to
the Related Agreements (as defined in the Administration Agreement),
including to appear for and represent the Trust in connection with the
preparation, filing and audit of federal, state and local tax returns
pertaining to the Trust, and with full power to perform any and all acts
associated with such returns and audits that the Trust could perform,
including the right to distribute and receive confidential information,
defend and assert positions in response to audits, initiate and defend
litigation, and to execute waivers of restriction on assessments of
deficiencies, consents to the extension of any statutory or regulatory time
limit, and settlements. For the purpose of this Power of Attorney, the term
"Administration Agreement" means the Administration Agreement, dated as of
[ ], 2001, between the Trust and World Financial Network National Bank,
as Administrator, and as such may be amended from time to time.
This power of attorney is coupled with an interest and shall survive and not
be affected by the subsequent bankruptcy or dissolution of the Trust.
All powers of attorney for this purpose heretofore filed or executed by the
Trust are hereby revoked.
EXECUTED this ____ day of _________, 2001.
WORLD FINANCIAL NETWORK
CREDIT CARD MASTER NOTE TRUST
By: [ ],
not in its individual capacity
but solely as Owner Trustee
By:________________________________________
Name:______________________________________
Title:_____________________________________