UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported)
June 18, 2021
 
World Financial Network Credit Card Master Note Trust
(Exact Name of Issuing Entity as Specified in its Charter)
 
Commission File Numbers of Issuing Entity: 333-208463 and 333-230197-02
Central Index Key Number of Issuing Entity: 0001282663

World Financial Network Credit Card Master Trust
(Exact Name of Issuer of Collateral Certificate as Specified in its Charter)
 
Commission File Numbers of Issuer of the Collateral Certificate: 333-208463-02 and 333-230197-01
Central Index Key Number of Issuer of the Collateral Certificate: 0001140096
 
WFN Credit Company, LLC
(Exact Name of Depositor/Registrant as Specified in its Charter)
 
Commission File Numbers of Depositor: 333-208463-01 and 333-230197
Central Index Key Number of Depositor: 0001139552

Comenity Bank
(Exact Name of Sponsor as Specified in its Charter)
 
Central Index Key Number of Sponsor: 0001007254
 
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
 
31-1772814
(I.R.S. Employer Identification No. of Registrant)
 
3075 Loyalty Circle, Columbus, Ohio
43219
(Address of Principal Executive Offices of Registrant)
 
(Zip Code)
 
(614) 729-5044
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement
On June 18, 2021 U.S. Bank National Association  (“U.S. Bank”) succeeded MUFG Union Bank, N.A. (“Union Bank”) as trustee (the “Trustee”) for World Financial Network Credit Card Master Trust (the "Trust") under the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001 (the “Pooling and Servicing Agreement”), among  Comenity Bank (the “Bank”), as servicer, WFN Credit Company, LLC, as transferor (the “Transferor” or the “Depositor”) and the Trustee, and as indenture trustee (the “Indenture Trustee”) under the Master Indenture, dated as of August 1, 2001 (the “Indenture”), between World Financial Network Credit Card Master Note Trust, as issuer (the “Issuing Entity”), and the Indenture Trustee. In connection with such succession, the following documents were executed:
•
On June 18, 2021, the Bank, as administrator (the “Administrator”), the Issuing Entity, Union Bank, as outgoing Indenture Trustee, and U.S. Bank, as successor Indenture Trustee, entered into a Succession Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1 (the “IT Succession Agreement”).
•
On June 18, 2021, the Transferor, Union Bank, as outgoing Trustee, and U.S. Bank, as successor Trustee, entered into a Succession Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.2 (the “Trustee Succession Agreement”).
•
On June 18, 2021, the Transferor and U.S. Bank, as Trustee, executed Collateral Certificate No. 4, issued in the name of U.S. Bank, as Indenture Trustee, a copy of which is filed with this Form 8-K as Exhibit 4.3.
Item 6.02. Change of Servicer or Trustee.
Pursuant to the Trustee Succession Agreement and the IT Succession Agreement, as a result of a transfer by MUFG Union Bank, N.A. (“Union Bank”) of its corporate trust business to U.S. Bank National Association (“U.S. Bank”), U.S. Bank succeeded Union Bank as Trustee under the Pooling and Servicing Agreement and as Indenture Trustee under the Indenture as of June 18, 2021, respectively. All capitalized terms not otherwise defined herein are used herein as defined in the Indenture, and if not defined therein, as defined in the Pooling and Servicing Agreement.
U.S. Bank, a national banking association, will be the successor Indenture Trustee (the “Successor Indenture Trustee”) and the successor Trustee.   U.S. Bancorp, with total assets exceeding $553 billion as of March 31, 2021, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States.  As of March 31, 2021, U.S. Bancorp served approximately 18 million customers and operated over 2,300 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.
U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 Domestic and 2 International cities. The Indenture and the Pooling and Servicing Agreement will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603.
U.S. Bank has provided corporate trust services since 1924.  As of March 31, 2021, U.S. Bank was acting as trustee with respect to over 109,000 issuances of securities with an aggregate outstanding principal balance of over $4.8 trillion.  This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.
The Successor Indenture Trustee shall make each monthly statement available to the Noteholders via the Successor Indenture Trustee’s internet website at https://pivot.usbank.com. Noteholders with questions may direct them to the Successor Indenture Trustee’s bondholder services group at (800) 934-6802.
As of March 31, 2021, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, registrar and paying agent on 51 issuances of credit card receivable-backed securities with an outstanding aggregate principal balance of approximately $30,227,500,000.00.
The information contemplated by Item 1109(a)(3) through (6) of Regulation AB is set forth below and in the Registration Statement on Form SF-3 (file no. 333-230197) filed by the Depositor on March 11, 2019.
Duties and Responsibilities of the Trustee
Under the terms of the Pooling and Servicing Agreement, the Trustee’s limited responsibilities include the following:

•
to deliver to Investor Holders of record certain notices, reports and other documents received by the Trustee, as required under the Pooling and Servicing Agreement;

•
to authenticate, deliver, cancel and otherwise administer the Investor Certificates;

•
to remove and reassign Ineligible Receivables and Receivables in Removed Accounts from the Trust;

•
to maintain necessary accounts for the Trust and to maintain accurate records of activity in those accounts;

•
to serve as the initial Transfer Agent, Paying Agent and Registrar, and, if it resigns these duties, to appoint a successor Transfer Agent, Paying Agent and Registrar;

•
to invest funds in the Trust accounts at the direction of the Servicer;

•
to distribute and transfer funds at the direction of the Servicer, as applicable, in accordance with the terms of the Pooling and Servicing Agreement;

•
to cause a sale of Receivables allocated to any Series of Investor Certificates that has an Invested Amount greater than zero on its Series Termination Date; and

•
to perform certain other administrative functions identified in the Pooling and Servicing Agreement.

If a Servicer Default occurs, in addition to the responsibilities described above, the Trustee may be required to appoint a Successor Servicer or to take over servicing responsibilities under the Pooling and Servicing Agreement. If a Servicer Default occurs, the Trustee will be required to exercise the rights and powers granted to the Trustee under the Pooling and Servicing Agreement using the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. In addition, if a Servicer Default occurs, the Trustee, in its discretion, may proceed to protect its rights or the
rights of the Investor Holders under the Pooling and Servicing Agreement by a suit, action or other judicial proceeding.
Limitations on the Trustee’s Liability
The Trustee is not liable for any errors of judgment as long as the errors are made in good faith and the Trustee was not negligent. The Trustee may resign at any time, and it may be forced to resign if the Trustee fails to meet the eligibility requirements specified in the Pooling and Servicing Agreement.
The Majority Holders have the right to direct the time, method or place of conducting any proceeding for any remedy available to the Trustee under the Pooling and Servicing Agreement. The Trustee shall have the right to decline to follow any direction from the Majority Holders if the Trustee has been advised by counsel that the action so directed may not lawfully be taken, or if Trustee in good faith determines that the proceedings so directed would be illegal or involve it in personal liability.
Compensation and Indemnification of the Trustee
Under the terms of the Pooling and Servicing Agreement, the Servicer agrees to pay to the Trustee reasonable compensation for performance of its duties under the Pooling and Servicing Agreement. The Trustee has agreed to perform only those duties specifically set forth in the Pooling and Servicing Agreement. The Servicer has also agreed to indemnify the Trust and Trustee and its officers, directors, employees and agents against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any act or omission of the Servicer with respect to the trust pursuant to the Pooling and Servicing Agreement and (ii) incurred by them to the extent arising out of the administration of the Pooling and Servicing Agreement and the performance of its duties under the Pooling and Servicing Agreement, other than any expense or loss incurred by the trustee through its own willful misconduct or negligence or fraud.
Resignation or Removal of the Trustee
The Trustee may resign at any time, in which event the Depositor will be obligated to appoint a successor Trustee. The Servicer may also remove the Trustee if the Trustee ceases to be eligible to continue as such under the Pooling and Servicing Agreement or if the Trustee becomes insolvent. In those circumstances, the Servicer will be obligated to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee does not become effective until acceptance of the appointment by the successor Trustee.
Duties and Responsibilities of the Indenture Trustee
The Indenture Trustee has agreed to perform only those duties specifically set forth in the Indenture. Under the terms of the Indenture, the Indenture Trustee’s limited responsibilities include the following:

•
to deliver to Noteholders of record certain notices, reports and other documents received by the Indenture Trustee, as required under the Indenture;

•
to authenticate, deliver, cancel and otherwise administer the Notes;

•
to maintain custody of the Collateral Certificate;

•
to establish and maintain necessary Issuing Entity accounts and to maintain accurate records of activity in those accounts;

•
to serve as the initial Paying Agent, Transfer Agent and Registrar;

•
to invest funds in the Issuing Entity accounts at the direction of the Servicer;

•
to represent the Noteholders in interactions with Clearing Agencies and other similar organizations;

•
to distribute and transfer funds at the direction of the Servicer, as applicable, in accordance with the terms of the Indenture;

•
to periodically report on and notify Noteholders of certain matters relating to actions taken by the Indenture Trustee, property and funds that are possessed by the Indenture Trustee, and other similar matters; and

•
to perform certain other administrative functions identified in the Indenture

If an Event of Default or Early Amortization Event occurs and the Indenture Trustee has actual knowledge, or received notice, of the occurrence of an Event of Default or Early Amortization Event, as applicable, the Indenture Trustee will exercise its rights and powers under the Indenture using the same degree of care and skill as a prudent person would exercise in the conduct of his own affairs. If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders of the affected Series by any appropriate proceedings as the Indenture Trustee may deem necessary to protect and enforce any of those rights.
Limitations on the Indenture Trustee’s Liability
The Indenture Trustee is not liable for any errors of judgment as long as the errors are made in good faith and the Indenture Trustee was not negligent. The Indenture Trustee is not responsible for any investment losses to the extent that they result from Permitted Investments.
Compensation and Indemnification of the Indenture Trustee
Under the terms of the Indenture, the Servicer has agreed to pay the Indenture Trustee reasonable compensation for performance of its duties under the Indenture and to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. The Servicer has also agreed to indemnify the Indenture Trustee and its officers, directors, employees and agents against any loss, liability, expense, damage or claim incurred by them to the extent arising out of the administration of the Indenture and the performance of the Indenture Trustee’s duties under the Indenture and any other related document, other than any expense or loss incurred by the Indenture Trustee through its own willful misconduct or negligence.
Resignation or Removal of the Indenture Trustee
The Indenture Trustee may resign at any time. Noteholders holding more than 66 2/3% of the aggregate principal balance of Outstanding Notes of all Series may remove the Indenture Trustee and may appoint a successor Indenture Trustee. In addition, the Administrator will remove the Indenture Trustee if it ceases to be eligible to continue as an Indenture Trustee under the Indenture or if the Indenture Trustee becomes insolvent or otherwise becomes legally unable
to act as Indenture Trustee. If the Indenture Trustee resigns or is removed, the Administrator will then be obligated to appoint a successor Indenture Trustee. If a successor Indenture Trustee does not assume the duties of Indenture Trustee within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuing Entity or Noteholders representing more than 50% of the aggregate principal balance of Outstanding Notes of all Series may petition a court of competent jurisdiction to appoint a successor Indenture Trustee. In addition, if the Indenture Trustee ceases to be eligible to continue as Indenture Trustee, any Noteholder may petition a court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.
If an Event of Default occurs under the Indenture, under the Trust Indenture Act of 1939, the Indenture Trustee may be deemed to have a conflict of interest and be required to resign as Indenture Trustee for one or more Classes of each Series of Notes. In that case, a successor Indenture Trustee will be appointed for one or more of those Classes of Notes and may provide for rights of senior Noteholders to consent to or direct actions by the Indenture Trustee which are different from those of subordinated Noteholders. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee for any Class or Series of Notes will not become effective until the successor Indenture Trustee accepts its appointment.

Item 9.01. Financial Statements and Exhibits.

(a)
Not applicable.

(b)
Not applicable.

(c)
Not applicable.

(d)
Exhibits.

Exhibit No.
Document Description
   
   
4.1
Succession Agreement, dated as of June 18, 2021, among Comenity Bank, World Financial Network Credit Card Master Note Trust, MUFG Union Bank, N.A., as outgoing Indenture Trustee, and U.S. Bank National Association, as successor Indenture Trustee
   
4.2
Succession Agreement, dated as of June 18, 2021, among WFN Credit Company, LLC, MUFG Union Bank, N.A., as outgoing Trustee, and U.S. Bank National Association, as successor Trustee
   
4.3
Collateral Certificate No. 4, dated as of June 18, 2021
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WFN CREDIT COMPANY, LLC as depositor


By: /s/ Michael Blackham
Name: Michael Blackham
Title: Treasurer


Dated:  June 24, 2021


Exhibit 4.1
SUCCESSION AGREEMENT
This Succession Agreement, dated as of June 18, 2021 (this “Agreement”), is made by and among Comenity Bank, as administrator (the “Administrator”), World Financial Network Credit Card Master Note Trust, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association (“U.S. Bank”).
RECITALS:
WHEREAS, the Issuer is party to a master indenture and several indentures supplemental thereto, as described in Exhibit A hereto (“Exhibit A”), pursuant to which MUFG Union Bank, N.A. (“Union Bank”) acts in the capacities identified in Exhibit A (the agreements described in Exhibit A are individually and collectively referred to herein, together with all Transaction Documents (as defined in the Master Indenture referenced in Exhibit A) to which Union Bank is a party, as the “Agreements”; the capacities in which Union Bank acts pursuant to the Agreements are individually and collectively described herein as the “Capacities”);
WHEREAS, pursuant to a sale by Union Bank of its corporate trust business to U.S. Bank, U.S. Bank has succeeded Union Bank in its Capacities under the Agreements as of the Effective Date (as defined in Exhibit A) (the “Succession”); and
WHEREAS, U.S. Bank wishes to evidence its acceptance as successor to Union Bank in its Capacities under the Agreements.
NOW, THEREFORE, the parties hereto, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:
ARTICLE I

U.S. BANK
SECTION 1.01.  U.S. Bank hereby acknowledges its Succession to the Capacities under the Agreements effective as of the Effective Date and, on and after the Effective Date, agrees to perform all duties and obligations in each of its Capacities under the Agreements pursuant to the terms thereof.
SECTION 1.02.  U.S. Bank hereby represents and warrants to the Issuer and the Administrator that U.S. Bank is qualified to act in the Capacities under the Agreements.
SECTION 1.03.  In connection with its Succession to the Capacities under the Agreements, subject to Section 2.06, U.S. Bank hereby accepts and assumes as of the Effective Date the related rights, powers, duties and obligations of Union Bank under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements.

SECTION 1.04.  U.S. Bank hereby certifies that (a) on the Effective Date specified in Exhibit A, it has received the Collateral Certificate (as defined in the Master Indenture (as defined in Exhibit A)) from Union Bank and, (b) as successor to Union Bank under the Capacities, hereby authorizes the Administrator to file or cause the filing of such financing statements as the Administrator shall deem necessary or desirable in connection with the Succession. The Administrator shall file, or make arrangements for the filing of, any financing statements, financing statement amendments, continuation statements or other instruments the Administrator shall deem necessary or desirable in connection with the Succession.
SECTION 1.05.  Effective as of the Effective Date, U.S. Bank’s designated Corporate Trust Office for purposes of the Agreements shall be listed on Exhibit C hereto.
ARTICLE II

MISCELLANEOUS
SECTION 2.01.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 2.02.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery by facsimile or electronic transmission of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof. Each party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SECTION 2.03.  The persons signing this Agreement on behalf of the Issuer, the Administrator and U.S. Bank are duly authorized to execute it on behalf of the each party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder.
SECTION 2.04.  Other than as set forth herein, the terms and provisions of the Agreements remain in full force and effect.
SECTION 2.05.  It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Citicorp Trust Delaware, National Association (“Citicorp”), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Citicorp but is made and intended for the purpose of binding only, and is binding only on, the Issuer, (c) nothing herein contained shall be construed as creating any liability on Citicorp, individually or personally, to perform any
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covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person (as defined in the Master Indenture) claiming by, through or under the parties hereto, (d) Citicorp has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer or the Owner Trustee in this Agreement and (e) under no circumstances shall Citicorp be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents as to all of which recourse shall be had solely to the assets of the Issuer.
SECTION 2.06.  Notwithstanding anything contained herein to the contrary, U.S. Bank shall not have or assume any liability or responsibility under the Agreements for any period prior to the Effective Date or for any act or omission of any of Union Bank or any agents thereof, under or in connection with the Agreements, whether in its capacity as predecessor in any of such Capacities or otherwise arising from any actions or omissions of Union Bank (any such liability or responsibility, a “Resigning Trustee Liability”).  In no event shall this Succession Agreement be construed as a waiver, an assignment or an assumption by the U.S. Bank, of any Resigning Trustee Liability, each of which Union Bank hereby affirms and agrees that it shall retain.  Notwithstanding anything contained herein to the contrary, Union Bank shall not have or assume any liability or responsibility under the Agreements for any period on or after the Effective Date (except with regard to the express obligations of Union Bank on or after the Effective Date pursuant to this Succession Agreement) or for any act or omission of any of U.S. Bank or any agents thereof under or in connection with the Agreements (any such liability or responsibility, a “Successor Trustee Liability”).  In no event shall this Succession Agreement be construed as a waiver, or an assumption by Union Bank, of any Successor Trustee Liability, each of which U.S. Bank hereby affirms and agrees that it shall assume.
SECTION 2.07.  Union Bank hereby agrees to reasonably cooperate with the Administrator and the Issuer with the matters contemplated by Section 6.15 of the Master Indenture and set forth on Exhibit B hereto with respect to the period from January 1, 2021 until June 18, 2021, including without limitation by providing the Administrator no later than March 15, 2022 (without further request from the Administrator) with the reports described in clauses (d) and (e) and the certificate described in clause (f) of such Section 6.15 with respect to such period.
SECTION 2.08.  Union Bank hereby agrees to deliver to U.S. Bank on or before the date hereof the original securities set forth on Exhibit D hereto and all other documents and statements held by Union Bank under the Agreements, and to reasonably cooperate with the Administrator to do such things as may reasonably be required to fully and certainly vest and confirm in U.S. Bank, as successor indenture trustee, all rights, powers, duties and obligations under the Agreements.
SECTION 2.09.  Union Bank acknowledges that, pursuant to Section 6.9 of the Master Indenture, it has provided prior written notice of the succession contemplated hereby to each Rating Agency. U.S. Bank shall provide notice of the succession contemplated hereby to each Noteholder.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and acknowledged all as of the day and year first above written.

 
World Financial Network Credit Card Master Note Trust, as Issuer

By:  Citicorp Trust Delaware, National Association, not in its individual capacity but solely as Owner Trustee of the Issuer under the Trust Agreement

By: /s/ Jason Concavage
     Name: Jason Concavage
     Title:   Senior Vice President, Trust Officer

 
Comenity Bank, as Administrator

By: /s/ Gregory Opincar
     Name: Gregory Opincar
     Title:   Chief Financial Officer

 
U.S. Bank National Association

By: /s/ Edwin J. Janis
     Name: Edwin J. Janis
     Title:   Vice President

 
Solely with respect to Sections 2.06 through 2.09:
 
MUFG UNION BANK, N.A., as outgoing indenture trustee

By: /s/ D. Amedeo Morreale
     Name: D. Amedeo Morreale
     Title:   Vice President

S-1
Acknowledged and Accepted:

Comenity Bank, as Servicer

By: /s/ Gregory Opincar
     Name: Gregory Opincar
     Title:   Chief Financial Officer
 

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EXHIBIT A
Effective Date: June 18, 2021

Agreements
(In each case, as amended prior to the Effective Date)
Capacities
Master Indenture, dated as of August 1, 2001 (the “Master Indenture”), between Issuer and Union Bank, as supplemented by each of the following:
Indenture Trustee, Transfer Agent and Registrar, Paying Agent
Fourth Amended and Restated Series 2009-VFN Indenture Supplement, dated as of September 10, 2020, between Issuer and Union Bank
 
Series 2018-B Indenture Supplement, dated as of September 27, 2018, between Issuer and Union Bank
 
Series 2018-C Indenture Supplement, dated as of November 7, 2018, between Issuer and Union Bank
 
Series 2019-A Indenture Supplement, dated as of February 20, 2019, between Issuer and Union Bank
 
Series 2019-B Indenture Supplement, dated as of June 26, 2019, between Issuer and Union Bank
 
Series 2019-C Indenture Supplement, dated as of September 26, 2019, between Issuer and Union Bank
 

EXHIBIT B

Section 6.15 Information to Be Provided by the Indenture Trustee.
(a) It is agreed and acknowledged that the purpose of this Section 6.15 is to facilitate compliance by the Transferor and the Issuer with the provisions of Regulation AB under the Securities Act and the Exchange Act (“Regulation AB”) and related rules and regulations of the Commission.  Neither the Transferor nor the Issuer shall exercise its right to request delivery of information or other performance under this Section 6.15 other than in good faith, or for purposes other than the Issuer’s or the Transferor’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or to provide disclosure related to a private offering comparable to that required under the Securities Act).  The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which is required in order to enable the Transferor and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture or any Indenture Supplement.
(b) The Indenture Trustee shall be deemed to represent to the Transferor and the Issuer, as of the date on which information is provided to Transferor pursuant to this Section 6.15, except as disclosed in writing to the Transferor prior to such date that:  (i) none of the execution or the delivery by the Indenture Trustee of this Indenture or any Indenture Supplement, the performance by the Indenture Trustee of its obligations under this Indenture or any Indenture Supplement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, cause the Indenture Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any Indenture Supplement, or (y) of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the Noteholders of any Series or the right, power and authority of the Indenture Trustee to enter into this Indenture or any Indenture Supplement or to perform its obligations under this Indenture or any Indenture Supplement.
(c) For so long as the Issuer is required to report under the Exchange Act, the Indenture Trustee shall: (i) on or before the fifth Business Day of each month, provide to the Issuer, in writing, such information regarding the Indenture Trustee as is requested in writing by the Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Issuer, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.
(d) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor reports regarding the assessment by the Indenture Trustee (if so requested by the Transferor) of compliance to servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such reports shall be signed by an authorized officer of the Indenture Trustee and shall address each of the servicing criteria specified in Exhibit A or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee.
(e) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.  Such attestation shall meet the requirements of Item 1122(b) of Regulation AB and paragraph (c) of Rule 15d-18 of the Exchange Act.
(f) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange Act, commencing in 2008, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Transferor a certification substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Transferor and the Indenture Trustee.  The Indenture Trustee acknowledges that the parties identified in this Section 6.15(f) may rely on the certification provided by the Indenture Trustee hereunder in signing a Sarbanes Certification and filing such with the Commission.

EXHIBIT C

Corporate Trust Office:

U.S. Bank National Association
190 South LaSalle Street, 7th Floor
Chicago, Illinois 60603
EXHIBIT D
1.
Collateral Certificate No. 3 of World Financial Network Credit Card Master Trust, dated June 26, 2012, issued to Union Bank.
2.
Asset Backed Notes Issued by World Financial Network Credit Card Master Note Trust:
a.
Series 2018-B
i.
 Class A Asset Backed Notes, Series 2018-B, dated September 27, 2018, in the amount of $300,000,000
ii.
 Class M Asset Backed Notes, Series 2018-B, dated September 27, 2018, in the amount of $22,297,000
b.
Series 2018-C
i.
 Class A Asset Backed Notes, Series 2018-C, dated November 7, 2018, in the amount of $300,000,000
ii.
 Class M Asset Backed Notes, Series 2018-C, dated November 7, 2018 in the amount of $22,297,000
c.
Series 2019-A
i.
 Class A Asset Backed Notes, Series 2019-A, dated February 20, 2019, in the amount of $500,000,000
ii.
 Class M Asset Backed Notes, Series 2019-A, dated February 20, 2019, in the amount of $37,162,000
d.
Series 2019-B
i.
 Class A Asset Backed Notes, Series 2019-B, dated June 26, 2019, in the amount of $350,000,000
ii.
 Class M Asset Backed Notes, Series 2019-B, dated June 26, 2019, in the amount of $31,165,000
e.
Series 2019-C
i.
 Class A Asset Backed Notes, Series 2019-C, dated September 26, 2019, in the amount of $600,000,000
ii.
 Class M Asset Backed Notes, Series 2019-C, dated September 26, 2019, in the amount of $53,425,000


Exhibit 4.2
SUCCESSION AGREEMENT
This Succession Agreement, dated as of June 18, 2021 (this “Agreement”), is made by and among WFN Credit Company, LLC, as transferor under the Pooling Agreement referenced in Exhibit A (the “Transferor”) and U.S. Bank National Association, a national banking association (“U.S. Bank”).
RECITALS:
WHEREAS, the Transferor is party to a pooling and servicing agreement and a supplement thereto as described in Exhibit A hereto (“Exhibit A”) pursuant to which MUFG Union Bank, N.A. (“Union Bank”) acts in the capacities identified in Exhibit A (the agreements described in Exhibit A are individually and collectively referred to herein, together with all Transaction Documents (as defined in the Pooling Agreement referenced in Exhibit A) to which Union Bank is a party, as the “Agreements”; the capacities in which Union Bank acts pursuant to the Agreements are individually and collectively described herein as the “Capacities”);
WHEREAS, pursuant to a sale by Union Bank of its corporate trust business to U.S. Bank, U.S. Bank has succeeded Union Bank in its Capacities under the Agreements as of the Effective Date (as defined in Exhibit A) (the “Succession”); and
WHEREAS, U.S. Bank wishes to evidence its acceptance as successor to Union Bank in its Capacities under the Agreements;
NOW, THEREFORE, the parties hereto, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:
ARTICLE I

U.S. BANK
SECTION 1.01.  U.S. Bank hereby acknowledges its Succession to the Capacities under the Agreements effective as of the Effective Date and, on and after the Effective Date, agrees to perform all duties and obligations in each of its Capacities under the Agreements pursuant to the terms thereof.
SECTION 1.02.  U.S. Bank hereby represents and warrants to the Transferor and World Financial Network Credit Card Master Trust that U.S. Bank is qualified to act in the Capacities under the Agreements.
SECTION 1.03.  In connection with its Succession to the Capacities under the Agreements, U.S. Bank hereby accepts and assumes as of the Effective Date the related rights, powers, duties and obligations of Union Bank under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements.

SECTION 1.04.  Upon U.S. Bank’s succession to the Capacities under the Agreements and receipt of the existing Collateral Certificate (as defined in the Collateral Supplement (as defined in Exhibit A)) from Union Bank, U.S. Bank shall cancel the existing Collateral Certificate, authenticate a replacement Collateral Certificate in the name of “U.S. Bank National Association, as indenture trustee”, and deliver such replacement Collateral Certificate to U.S. Bank, as indenture trustee.  U.S. Bank, as successor to Union Bank under the Capacities, hereby authorizes the Transferor to file or cause the filing of such financing statements as the Transferor shall deem necessary or desirable in connection with the Succession. The Transferor shall file, or make arrangements for the filing of, any financing statements, financing statement amendments, continuation statements or other instruments the Transferor shall deem necessary or desirable in connection with the Succession.
SECTION 1.05.  Effective as of the Effective Date, U.S. Bank’s designated Corporate Trust Office for purposes of Section 11.16 of the Pooling Agreement shall be listed on Exhibit B hereto.
ARTICLE II

MISCELLANEOUS
SECTION 2.01.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 2.02.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery by facsimile or electronic transmission of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof. Each party agrees that this Agreement may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SECTION 2.03.  The persons signing this Agreement on behalf of the Transferor and U.S. Bank are duly authorized to execute it on behalf of the each party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder.
SECTION 2.04.  Other than as set forth herein, the terms and provisions of the Agreements remain in full force and effect.
SECTION 2.05.  Notwithstanding anything contained herein to the contrary, U.S. Bank shall not have or assume any liability or responsibility under the Agreements for any period prior to the Effective Date or for any act or omission of any of Union Bank or any agents thereof under or in connection with the Agreements, whether in its capacity as predecessor in any of such Capacities or otherwise arising from any actions or omissions of Union Bank (any such liability
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or responsibility, a “Resigning Trustee Liability”).  In no event shall this Succession Agreement be construed as a waiver, an assignment or an assumption by the U.S. Bank, of any Resigning Trustee Liability, each of which Union Bank hereby affirms and agrees that it shall retain.  Notwithstanding anything contained herein to the contrary, Union Bank shall not have or assume any liability or responsibility under the Agreements for any period on or after the Effective Date (except with regard to the express obligations of Union Bank on or after the Effective Date pursuant to this Succession Agreement) or for any act or omission of any of U.S. Bank or any agents thereof under or in connection with the Agreements (any such liability or responsibility, a “Successor Trustee Liability”).  In no event shall this Succession Agreement be construed as a waiver, or an assumption by Union Bank, of any Successor Trustee Liability, each of which U.S. Bank hereby affirms and agrees that it shall assume.
SECTION 2.06.  Union Bank shall deliver to U.S. Bank all documents and statements held by it under the Agreements, and shall reasonably cooperate with the Transferor to do such things as may reasonably be required to fully and certainly vest and confirm in U.S. Bank, as successor trustee, all rights, powers, duties and obligations under the Agreements.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and acknowledged all as of the day and year first above written.

 
WFN Credit Company, LLC

By: /s/ Michael Blackham
     Name:  Michael Blackham
     Title:    Treasurer

 
U.S. Bank National Association

By: /s/ Edwin J. Janis
      Name: Edwin J. Janis
      Title:   Vice President

Solely with respect to Sections 2.05 and 2.06:
 
MUFG UNION BANK, N.A., as outgoing trustee

By: /s/ D. Amedeo Morreale
     Name: D. Amedeo Morreale
     Title:   Vice President

Acknowledged and Accepted:


Comenity Bank

By: /s/ Gregory Opincar
      Name:  Gregory Opincar
      Title:    Chief Financial Officer
 
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EXHIBIT A
Effective Date: June 18, 2021
Agreements
(In each case, as amended prior to the Effective Date)
Capacities
Second Amended and Restated Pooling and Servicing Agreement, as amended and restated a second time on August 1, 2001, among the Transferor, Comenity Bank and Union Bank as amended, supplemented or otherwise modified from time to time, as supplemented by the Collateral Series Supplement, dated as of August 21, 2001, as amended (the “Collateral Supplement”), among the Transferor, Comenity Bank and Union Bank, as amended, supplemented or otherwise modified from time to time
Trustee, Transfer Agent and Registrar, Paying Agent
Supplemental Agreement to Second Amended and Restated Pooling and Servicing Agreement, dated as of August 9, 2010, among the Transferor, Comenity Bank and Union Bank, as amended, supplemented or otherwise modified from time to time
 

EXHIBIT B

Corporate Trust Office:

U.S. Bank National Association
190 South LaSalle Street, 7th Floor
Chicago, Illinois 60603


Exhibit 4.3
COLLATERAL CERTIFICATE

No.   4                

WORLD FINANCIAL NETWORK CREDIT CARD MASTER TRUST
COLLATERAL CERTIFICATE
Evidencing an undivided interest in the World Financial Network Credit Card Master Trust, the corpus of which consists of a portfolio of receivables created under credit card accounts originated by Comenity Bank and other assets and interests constituting the trust under the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of Comenity Bank)
This certifies that U.S. Bank National Association, as Trustee (as defined below) (the “Certificateholder”), is the registered owner of an undivided interest in a trust (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) now existing or hereafter created under selected credit card accounts originated by Comenity Bank and transferred to the Trust, all monies due or to become due with respect thereto and the other assets and interests constituting the Trust pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, as amended and supplemented, including by the Collateral Series Supplement, dated as of August 21, 2001, as amended (collectively, the “Pooling and Servicing Agreement”), among WFN Credit Company, LLC, as Transferor (the “Transferor”), Comenity Bank, as Servicer, and U.S. Bank National Association (successor to MUFG Union Bank, N.A.), as trustee (the “Trustee”).
THIS COLLATERAL CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, COMENITY BANK, AND NONE OF THIS CERTIFICATE, THE RECEIVABLES AND THE ACCOUNTS IS INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY.  THIS COLLATERAL CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE SPECIFICALLY SET FORTH IN THE POOLING AND SERVICING AGREEMENT.
To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Collateral Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of its acceptance hereof assents and by which the Certificateholder is bound.

This Certificate represents series of Certificates titled “World Financial Network Credit Card Master Trust Collateral Certificates” (the “Collateral Certificates”), which represents an undivided interest in the Trust.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual or facsimile signature of a duly authorized signatory, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

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IN WITNESS WHEREOF, the Transferor has caused this Collateral Certificate to be duly executed under its official seal.
WFN CREDIT COMPANY, LLC

By: /s/ Michael Blackham
Authorized Officer
Dated:  June 18, 2021
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Trustee’s Certificate of Authentication
This is one of the Collateral Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: /s/ Mirtza J. Escobar
Authorized Officer
Dated:   June 18, 2021