ASSET REPRESENTATIONS REVIEW AGREEMENT Among COMENITY BANK, as Seller, WFN CREDIT COMPANY, LLC as Transferor, COMENITY BANK, as Servicer, WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, as Issuer, and FTI CONSULTING, INC., as Asset...

Exhibit 10.1

 

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Among

COMENITY BANK,
as Seller,

WFN CREDIT COMPANY, LLC
as Transferor,

COMENITY BANK,
as Servicer,

WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST,
as Issuer,

and

FTI CONSULTING, INC.,

as Asset Representations Reviewer

Dated as of July 6, 2016

 

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TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

Schedule A — Representations and Warranties, Review Materials and Tests

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of July 6, 2016 (this "Agreement"), among COMENITY BANK, a Delaware state chartered bank, as Seller (in such capacity, the "Seller"), WFN CREDIT COMPANY, LLC, a Delaware limited liability company, as Transferor (the "Transferor"), COMENITY BANK, as Servicer (in such capacity, the "Servicer"), WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust, as Issuer (the "Issuer"), and FTI CONSULTING, INC. (the "Asset Representations Reviewer"), as Asset Representations Reviewer.

BACKGROUND

In connection with its credit card securitization program, the Seller transferred, and will transfer, receivables arising in certain credit card accounts to the Transferor.  The Transferor has transferred, and will transfer, such receivables to World Financial Network Credit Card Master Note Trust (the "Certificate Trust").

The Certificate Trust has issued a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the Certificate Trust to the Transferor pursuant to the Pooling and Servicing Agreement (as defined herein).  The Transferor has transferred the Collateral Certificate to the Issuer pursuant to the Transfer and Servicing Agreement (as defined herein).  The Issuer has granted a security interest in the Collateral Certificate to MUFG Union Bank, N.A., as indenture trustee (the "Indenture Trustee"), as security for the Issuer's obligations under the Indenture (as defined herein).

The Issuer has determined to engage the Asset Representations Reviewer to perform reviews of compliance of the Seller and the Transferor with the representations and warranties made by the Seller and the Transferor with respect to certain receivables as set forth herein.

The parties agree as follows.

ARTICLE I
USAGE AND DEFINITIONS

SECTION 1.1.  Usage and Definitions.  Capitalized terms used but not defined in this Agreement shall have the meaning (if any) specified in the Indenture (including any supplement thereto).

SECTION 1.2.  Additional Definitions.  The following terms have the meanings given below:

"Additional Review Materials" has the meaning stated in Section 3.3(a).

"Affiliate" means with respect to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"ARR Indemnified Person" has the meaning stated in Section 4.5(b).

"Asset Representations Review" means the performance by the Asset Representations Reviewer of the testing procedures for each Test according to Section 3.4.

"Asset Representations Review Period" has the meaning stated in Section 3.4(b).

"Certificate Trust" has the meaning stated in the first paragraph of the "Background" section.

"Collateral Certificate" has the meaning stated in the second paragraph of the "Background" section.

"Confidential Information" has the meaning stated in Section 4.8.

"Conflict of Interest" means a conflict of interest arising from the performance, or proposed performance, by the Asset Representations Reviewer of its obligations under this Agreement and the engagement or proposed engagement of the Asset Representations Reviewer with respect to other obligations or services for or on behalf of the Seller, the Transferor, the Servicer, the Issuer or any of their Affiliates (the "Second Matter") , where the performance or proposed performance of the obligations under this Agreement has an adverse effect on FTI Consulting, Inc. obtaining an engagement with respect to the Second Matter, provided, that, any conflict of interest can only become a Conflict of Interest if so determined by the Seller, the Servicer or such Affiliate, as applicable, in its reasonable discretion (i.e., such person deems FTI Consulting, Inc. to be disqualified from acting with respect to the Second Matter due to the conflict of interest if it remains unresolved), provided, further, that, a conflict of interest arising from a Second Matter involving (x) the performance by the Working Team of other obligations or services by or on behalf of the Seller or the Servicer or (y) the performance of services related to the Receivables shall in no event constitute a Conflict of Interest even if such conflict of interest has an adverse effect on FTI Consulting, Inc. obtaining an engagement with respect to such Second Matter.

"Draft Review Report" has the meaning stated in Section 3.5.

"Fee Letter" has the meaning stated in Section 4.3(a).

"Final Review Report" has the meaning stated in Section 3.5.

"FTI Property" means the methodology, layout, structure, sequence, organization, summary, calculation, or other tools used by the Asset Representations Reviewer to produce the Work Product, and any pre-existing or newly created materials which the Asset Representations Reviewer has used or intends to use in delivering services as an asset representations reviewer to multiple customers.

"Indemnified Party" has the meaning stated in Section 4.5(c).

"Indemnifying Party" has the meaning stated in Section 4.5(c).

"Information Recipients" has the meaning stated in Section 4.8.

"Indenture" means that certain Master Indenture, dated as of August 1, 2001, by and between the Issuer and the Indenture Trustee, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

"Indenture Trustee" has the meaning stated in the second paragraph of the "Background" section.

"Issuer Indemnified Person" has the meaning stated in Section 4.5(a).

"Issuer PII" has the meaning stated in Section 4.9.

"Personally Identifiable Information" or "PII" has the meaning stated in Section 4.9.

"Pooling and Servicing Agreement" means the Pooling and Servicing Agreement, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2001, and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of August 21, 2001, and, in each case, as further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

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

"Receivables Purchase Agreement" means the Receivables Purchase, dated as of August 1, 2001, between the Seller and the Transferor, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

"Resignation Condition" means (i) the Asset Representations Reviewer has determined that the Asset Representations Reviewer no longer meets the eligibility requirements under Section 5.1 and has delivered to the Issuer, the Transferor and the Indenture Trustee an Opinion of Counsel to such effect, (ii) the Asset Representations Reviewer has determined that the performance of its duties under this Agreement is no longer permissible under applicable law and has delivered to the Issuer, the Transferor and the Indenture Trustee an Opinion of Counsel to such effect, (iii) there is an Unresolved Conflict of Interest, or (iv) an amount is due and unpaid under this Agreement (including an uncontested amount due in respect of indemnification) for ninety (90) calendar days after notice from the Asset Representations Reviewer to the Servicer of the amount due and owing.

"Review Commencement Date" has the meaning stated in Section 3.2.

"Review Fee" has the meaning stated in Section 4.3(b).

"Review Materials" means, for an Asset Representations Review and a Subject Receivable, the documents and other materials for each Test listed under "Review Materials" in Schedule A or any additional documents or other materials that the Asset Representations Reviewer may reasonably request.

"Review Report" means any Draft Review Report or Final Review Report.

"Review Satisfaction Date" means the date on which the Noteholders have voted to cause the Asset Representations Reviewer to conduct an Asset Representations Review pursuant to Section 5.18 of the Indenture.

"Subject Receivables" means, for any Asset Representations Review, all Receivables that are 60-Day Delinquent Receivables as of the last day of the Monthly Period prior to the related Review Satisfaction Date; provided that, any Receivable which becomes a repurchased Receivable after the Review Satisfaction Date will no longer be a Subject Receivable.

"Test" has the meaning stated in Section 3.4(a).

"Test Complete" has the meaning stated in Section 3.4(c).

"Test Fail" has the meaning stated in Section 3.4(a).

"Test Pass" has the meaning stated in Section 3.4(a).

"Transfer and Servicing Agreement" means the Transfer and Servicing Agreement, dated as of August 1, 2001, among the Transferor, the Servicer, and the Issuer, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

"Unresolved Conflict of Interest" means a Conflict of Interest that has not been resolved by the parties, including by means of waivers or ethical walls, within thirty (30) days of the receipt of written notice by the Seller and the Servicer from the Asset Representations Reviewer of such Conflict of Interest, as determined by the Seller, the Servicer or an Affiliate; provided, that, upon a determination that a Conflict of Interest remains unresolved at the end of such thirty day period, the Seller shall send written notice of the Unresolved Conflict of Interest to the Asset Representations Reviewer.

"Work Product" means all works, data, reports and other items created, conceived or reduced to product pursuant to or in connection with this Agreement, including any Review Report.

"Working Team" means Hansol ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the other employees of FTI Consulting, Inc. that are assigned to the engagement described in this Agreement, and their successors.

ARTICLE II
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

SECTION 2.1.  Engagement; Acceptance.  The Issuer engages FTI Consulting, Inc. to act as the Asset Representations Reviewer for the Issuer.  FTI Consulting, Inc. accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer, including conducting a review of the underlying assets of the Issuer for compliance with representations and warranties on the pool assets, on the terms set forth in this Agreement.

SECTION 2.2.  Confirmation of Status.  The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables and Accounts for compliance with the representations and warranties under the Pooling and Servicing Agreement, the Transfer Agreement or the Receivables Purchase Agreement, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of any contractual provision under the Pooling and Servicing Agreement, the Transfer Agreement or the Receivables Purchase Agreement.

SECTION 2.3.  Use and Purpose of Reports.  Except as otherwise provided herein, any Review Report provided by the Asset Representations Reviewer is provided for the sole use and benefit of the Seller and the Transferor for the purposes provided in this Agreement and the Indenture.  Unless required by law or in accordance with this Agreement, the Seller and the Transferor shall not provide to any third party any information provided, or any Review Report, or refer to the Asset Representations Reviewer or its obligations under this Agreement, without the prior written consent of the Asset Representations Reviewer, which shall be conditioned on the execution of a third-party release letter in the form provided by the Asset Representations Reviewer.  Notwithstanding the foregoing, (i) the Asset Representations Reviewer may deliver any Review Report to the Indenture Trustee, the Transferor, the Seller, the Servicer and other parties as described in Section 3.5, (ii) each of the Transferor, the Seller and the Servicer may inform the Commission and any other Governmental Authority that they are working with FTI Consulting, Inc. as the asset representations reviewer and FTI Consulting, Inc. may be referenced in any prospectus filed by or on behalf of the Issuer, (iii) this Agreement may be filed with the Commission and (iv) a summary of any Review Report may be included in any of the Issuer's Form 10-D reports.

ARTICLE III
ASSET REPRESENTATIONS REVIEW PROCESS

SECTION 3.1.  Review Notice.  On receipt of a Review Notice in accordance with Section 5.18 of the Indenture, the Servicer shall deliver a copy thereof to the Asset Representations Reviewer.

SECTION 3.2. Identification of Subject Receivables.  Within fifteen (15) Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Accounts, identified by unique identification numbers assigned by the Servicer, in which the Subject Receivables arise.  The Asset Representations Reviewer will have no obligation to start an Asset Representations Review until it has received a Review Notice, a list of the Accounts related to the Subject Receivables and access to the Review Materials in accordance with Section 3.3 (the "Review Commencement Date").

SECTION 3.3.  Review Materials.

providing photocopies of documents relating to the Subject Receivables to the Asset Representations Reviewer for use at its property or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer.  The Servicer shall redact or remove Personally Identifiable Information from the Review Materials.

SECTION 3.4.  Performance of Reviews.

SECTION 3.5.  Review Reports.  The Asset Representations Reviewer will, within ten (10) Business Days after the end of the Asset Representations Review Period, deliver to the Indenture Trustee, the Seller, the Servicer and the Transferor a report indicating for each Subject Receivables whether there was a Test Pass or a Test Fail for each Test, or whether such Subject Receivable was assigned a Test Complete and the related reason (a "Final Review Report"); provided, however, that if the Asset Representations Reviewer determines there is a Test Fail with respect  to any Subject Receivable, the Asset Representations Reviewer will, within ten (10) Business Days after the end of the Asset Representations Review Period, deliver to the Seller and the Servicer a preliminary report (a "Draft Review Report") with respect to such Test Fail.  In the event the Asset Representations Reviewer delivers a Draft Review Report:  (i) the Servicer may provide Additional Review Materials and/or provide clarification regarding previously provided materials within fifteen (15) Business Days of receiving the Draft Review Report in order to resolve any Test Fail and (ii) the Asset Representations Reviewer will deliver to the Indenture Trustee, the Seller, the Servicer and the Transferor a Final Review Report no later than (x) ten (10) Business Days after receipt of such Additional Review Materials and/or clarification, if provided, or (y) the earlier of five (5) Business Days after (i) notification by the Servicer that it will not provide such Additional Review Materials or (ii) the expiration of the fifteen (15) Business Day period for providing such Additional Review Materials.  The Final Review Report will contain a summary of the Asset Representations Review results, which may (in whole or in part) be included in the Form 10-D report with respect to the Issuer for the Monthly Period in which the Final Review Report is received.  The Asset Representations Reviewer will ensure that the Final Review Report does not contain any Issuer PII.

SECTION 3.6.  Review Representatives; Cooperation.

SECTION 3.7.  Dispute Resolution.  The Asset Representations Reviewer agrees and acknowledges that any Review Report may be used by the Issuer, the Seller, the Transferor, the Indenture Trustee or the Servicer in any dispute resolution proceeding, but the Asset Representations Reviewer shall have no obligation to participate in such dispute resolution proceeding.  No additional fees or reimbursement of expenses shall be paid to the Asset Representations Reviewer regarding such use of any Review Report.

SECTION 3.8.  Limitations on Review Obligations.

ARTICLE IV
ASSET REPRESENTATIONS REVIEWER

SECTION 4.1.  Representations and Warranties.  The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate any law or, to the Asset Representations Reviewer's knowledge, any order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer's ability to perform its obligations under this Agreement.

SECTION 4.2.  Covenants.  The Asset Representations Reviewer covenants and agrees that:

(A)

the Asset Representations Reviewer's name and form of organization;

(B)

a description of the extent to which the Asset Representations Reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities involving credit card receivables;

(C)

a description of any affiliation between the Asset Representations Reviewer and any of the following parties to a securitization transaction, as such parties are identified by name to the Asset Representations Reviewer in connection with the most recent request by the Transferor pursuant to subsection 4.2(f)(i);

(1)

the sponsor;

(2)

any depositor;

(3)

the issuing entity;

(4)

any servicer;

(5)

any trustee;

(6)

any originator;

(7)

any significant obligor;

(8)

any enhancement or support provider;

(9)

any underwriter;

(10)

any person hired by Comenity Bank or an underwriter to perform due diligence on the Receivables; and

(11)

any other material transaction party.

SECTION 4.3.  Fees and Expenses.

SECTION 4.4.  Limitation on Liability.  In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

SECTION 4.5.  Indemnification.   (a) Indemnification by Asset Representations Reviewer.  The Asset Representations Reviewer will indemnify each of the Issuer, the Transferor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents (each, an "Issuer Indemnified Person") for all costs, expenses (including the costs and expenses of defending itself against any loss, damage or liability including the cost of investigation, and including reasonable attorney's fees and expenses), losses, damages and liabilities resulting from (i) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under this Agreement, (ii) the Asset Representations Reviewer's breach of any of its representations,

warranties, covenants and other obligations in this Agreement (the "Issuer Losses"), except to the extent than any such Issuer Losses are determined by a final non-appealable order of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the Issuer Indemnified Person or persons in respect of whom such liability is asserted.  The Asset Representations Reviewer's obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

SECTION 4.6.  Inspections of Asset Representations Reviewer.  The Asset Representations Reviewer agrees that, from and after the completion of the first Asset Representations Review, if any, upon reasonable prior notice not more than once during any

year, it will permit authorized representatives of the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee during the Asset Representations Reviewer's normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer's obligations under this Agreement and (b) the protection of Confidential Information.  In addition, the Asset Representations Reviewer will permit the Issuer's, the Seller's, the Servicer's, the Transferor's or the Indenture Trustee's representatives to conduct inspections to confirm compliance with  Section 4.8 and Section 4.9, and to make copies and extracts of any of appropriate books of account, records, reports and other documents and to discuss them with the Asset Representations Reviewer's officers and employees.  Each of the Issuer, the Seller, the Servicer, the Transferor and the Indenture Trustee will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Seller, the Servicer, the Transferor or  the Indenture Trustee reasonably determines that it is required to make the disclosure under this Agreement or the other Related Documents.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.  In addition, the Asset Representations Reviewer hereby agrees to use commercially reasonable efforts to assist Comenity Bank in meeting its audit and regulatory requirements, including making records that are maintained and/or produced by the Asset Representations Reviewer under this Agreement available for examination and audit by any Governmental Authority that has jurisdiction over Comenity Bank.

SECTION 4.7.  Delegation of Obligations.  The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the parties to this Agreement, which may be withheld in such party's sole discretion.

SECTION 4.8.  Confidential Information.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer, the Seller, the Transferor or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer, the Transferor or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients' files and records or other evidence in the Information Recipients' possession or (D) the Issuer, the Seller, the Transferor or the Servicer provides permission to the applicable Information Recipients to release.

the Indenture Trustee and each of the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Issuer, the Seller, the Servicer, the Transferor or the Indenture Trustee to enforce this Section 4.8, the prevailing party will be entitled to reimbursement of costs and expenses, including reasonable attorney's fees, incurred by it for the enforcement.

SECTION 4.9.  Personally Identifiable Information.

and train its personnel who may access Issuer PII on the proper use of and protection of Issuer PII.

ARTICLE V
RESIGNATION AND REMOVAL;
SUCCESSOR ASSET REPRESENTATIONS REVIEWER

SECTION 5.1.  Eligibility Requirements for Asset Representations Reviewer.  The Asset Representations Reviewer must be a Person who (a) is not an Affiliate of the Seller, the

Transferor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by the Seller or any underwriter to perform any due diligence on the Receivables.

 

SECTION 5.2.  Resignation and Removal of Asset Representations Reviewer.

 

provided, however, that the Issuer shall provide the Asset Representations Reviewer with thirty (30) calendar days' prior written notice of a removal pursuant to clause (i) or (ii).

will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.3(b).

SECTION 5.3.  Successor Asset Representations Reviewer.

SECTION 5.4.  Merger, Consolidation or Succession.  Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to

assume the Asset Representations Reviewer's obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI
OTHER AGREEMENTS

SECTION 6.1.  Independence of Asset Representations Reviewer.  The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer, the Seller, the Servicer or the Transferor for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer, the Seller, the Transferor or the Servicer.  Nothing in this Agreement will make the Asset Representations Reviewer and any of the Servicer, the Transferor or the Seller members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

SECTION 6.2.  No Petition.  Each of the parties, by entering into this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Transferor or by a trust for which the Transferor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against (i) the Transferor, (ii) the Certificate Trust or (iii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.2 will survive the termination of this Agreement.

SECTION 6.3.  Limitation of Liability.  It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by U.S. Bank Trust National Association, not individually or personally, but solely as Owner Trustee of the Issuer, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this document.

SECTION 6.4.  Termination of Agreement.  This Agreement will terminate, except for provisions of Sections 4.4 and 4.5 or as otherwise stated in this Agreement, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII
MISCELLANEOUS PROVISIONS

SECTION 7.1.  Amendments.

SECTION 7.2.  Assignment; Benefit of Agreement; Third Party Beneficiaries.

SECTION 7.3.  Notices.

SECTION 7.4.  Governing Law; Jurisdiction.

AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 7.3 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 7.5.  No Waiver; Remedies.  No party's failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

SECTION 7.6.  Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

SECTION 7.7.  Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

SECTION 7.8.  Counterparts.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

 

EXECUTED BY:

COMENITY BANK, as Seller

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer

WFN CREDIT COMPANY, LLC, as Transferor

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Treasurer

COMENITY BANK, as Servicer

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer

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

on behalf of Issuer

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Assistant Vice President

 

 

 

 

[Signature Page to Asset Representations Review Agreement]

 

FTI CONSULTING, INC.,  as Asset

Representations Reviewer

Name: Hansol ▇▇▇

Title: Managing Director

 

 

 

 

[Signature Page to Asset Representations Review Agreement]

 

 

 

#	Section Reference	Representations and Warranty	Review Materials	Tests
	Eligible Receivables
1	RPA Section 4.2(a)(viii), (ix) TSA Section 2.4(a)(x), (xi) PSA Section 2.4(a)(viii), (ix)	Each Receivable is an Eligible Receivable as of the applicable date.1		1. Confirm the Receivable is eligible based on the results of the tests performed on Representations 3-13. If confirmed, then Test Pass.
2	PSA Section 1.1	"Eligible Receivable" means a Receivable:
3		(a) that has arisen under an Eligible Account;		1. Confirm the Account is eligible based on the results of the tests performed on Representations 15-21. If confirmed, then Test Pass.
4		(b) that was created in compliance with the Credit Card Guidelines and all Requirements of Law applicable to the Credit Card Originator (or, in the case of an Acquired Portfolio Receivable, the related Other Originator) the failure to comply with which would have a material adverse effect on Investor Holders, and pursuant to a Credit Card Agreement that complies with all Requirements of Law2 applicable to the Credit Card Originator (and, in the case of an Acquired Portfolio Receivable, the related Other Originator during the time prior to the transfer of such Acquired Portfolio Receivable to the Credit Card Originator), the failure to comply with which would have a material adverse effect on Investor Holders;	Public filings of litigation and judgments, and if applicable, evidence that any compliance failure has been remedied   Written Policies and Procedures   Purchase Agreements for Acquired Portfolio Receivables (if any)	1. Confirm that  no litigation and judgments disclosed in any public filings made by Alliance Data, Comenity Bank, WFN Credit Company, LLC or World Financial Network Credit Card Master Note Trust since the date of processing of the oldest Subject Receivable (the "Start Date") to the Review Notice Date  indicates that the Credit Card Originator failed to comply with any law in connection with any Subject Receivable or related credit card agreement, or if such litigation existed that it has been resolved. 2. With respect to any Subject Receivable that is an Acquired Portfolio Receivable, (i) obtain the related purchase agreement pursuant to which the Acquired Portfolio Receivable was purchased from the Other Originator and (ii) obtain a certification from the Credit Card Originator that such purchase agreement contained a representation that the Other Originator complied with applicable law in connection with the origination of such Acquired Portfolio Receivables. 3. Confirm that policies and procedures for (i) monitoring, evaluation and communicating changes in law applicable to the origination of credit card receivables and the related credit card agreements and (ii) reviewing and approving changes to credit card agreements, in each case, were in place from the Start Date to the Review Notice Date. 4. Confirm that policies and procedures referred to in item #3 were followed by: (i) obtaining recent internal audit findings, if any, related to monitoring changes in law and reviewing changes to credit card agreements and (ii) obtaining internal audit's process manual for the period from the Start Date to the Review Notice Date, in order to confirm that, from the Start Date to the Review Notice Date, there were processes in place for tracking audit issue remediation, validating remediation completion, and reporting repeat audit issues identified in subsequent internal audits. 5. If the above tests are confirmed, then Test Pass.

5		(c) with respect to which all consents, licenses, approvals or authorizations of, or registrations with, any Governmental Authority required to be obtained or made by the Credit Card Originator (and, in the case of an Acquired Portfolio Receivable, the related Other Originator with respect to such actions prior to the transfer of such Acquired Portfolio Receivable to the Credit Card Originator) in connection with the creation of such Receivable or the execution, delivery and performance by the Credit Card Originator (and, in the case of an Acquired Portfolio Receivable, the related Other Originator with respect to such actions prior to the transfer of such Acquired Portfolio Receivable to the Credit Card Originator) of the related Credit Card Agreement, have been duly obtained or made and are in full force and effect as of the date of creation of such Receivable, but failure to comply with this clause (c) shall not cause a Receivable not to be an Eligible Receivable if, and to the extent that, the failure to so obtain or make any such consent, license, approval, authorization or registration would not have a material adverse effect on the Investor Holders;	Bank Charter Delaware and/or Ohio Articles of Incorporation (as applicable), (collectively, the "Operating Certificates")   List of required consents, licenses, approvals, authorizations or registrations and related detail	1. Review the Operating Certificates and a list of required consents, licenses, approvals, authorizations or registrations to effectuate the creation of Receivables and execution, delivery, and performance by the Credit Card Originator. 2. Confirm with the Credit Card Originator's legal/compliance department that such authorizations, consents, orders, etc. are in full force and effect as of the Review Notice Date. 3. If the above tests are confirmed, then Test Pass.
6		(d) as to which, at the time of its transfer to the Certificate Trust, Transferor or the Certificate Trust will have good and marketable title free and clear of all Liens (other than Permitted Liens);	UCC financing statements attached to the most recent opinion of counsel regarding perfection received by the Servicer (the "Perfection Opinion")   Officer's Certificate with respect to certain UCC Filings that are not Specified Filings   Lien Search Results	1. Search the name of Credit Card Originator, Transferor and Trust in the applicable UCC jurisdiction (the "Lien Search Results"). 2. Confirm that the UCC financing statements included in the opinion of counsel delivered in connection with the most recent securitization (the "Specified UCC Filings") are listed on the Lien Search Results and are effective. 3. Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Credit Card Originator, which such certification shall be substantially similar to the certification provided by the Credit Card Originator in connection with the Perfection Opinion. 4. If the above tests are confirmed, then Test Pass.

7		(e) that is the subject of a valid transfer and assignment (or the grant of a security interest) from Transferor to the Certificate Trust of all Transferor's right, title and interest therein;	UCC financing statements attached to the Perfection Opinion   Officer's Certificate with respect to certain UCC Filings that are not Specified Filings   Lien Search Results	1. Obtain the Lien Search Results. 2. Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3. Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Credit Card Originator, which such certification shall be substantially similar to the certification provided by the Credit Card Originator in connection with the Perfection Opinion. 4. If the above tests are confirmed, then Test Pass.
8		(f) that at and after the time of transfer to the Certificate Trust is the legal, valid and binding payment obligation of the Obligor thereof, legally enforceable against such Obligor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws, and by general principles of equity (whether considered in a suit at law or in equity);	Portfolio Credit Card Agreements	1. Review the credit card agreements for each Approved Portfolio related to a Subject Receivable from the Start Date to the Review Notice Date to confirm the presence of the following, or substantially similar to "You agree to pay for all transactions made on your Account …" 2. If the above test is confirmed, then Test Pass.
9		(g) that constitutes an account;	Policies and Procedures	1. Examine definition of "account" as defined in Article 9 of the Ohio and Delaware UCC. 2. Confirm with members of the Credit Card Originator's operations group that a process exists to require the issuance of a credit card in connection with origination of any Account. 3. If the above test is confirmed, then Test Pass.

10		(h) as to which, at the time of its transfer to the Certificate Trust, Transferor has not taken any action which, or failed to take any action the omission of which, would, at the time of transfer to the Certificate Trust, impair the rights therein of the Certificate Trust or the Holders;	UCC financing statements attached to the Perfection Opinion   Officer's Certificate with respect to certain UCC Filings that are not Specified Filings Lien Search Results   Summary of relevant Account Information	1. Obtain the Lien Search Results. 2. Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3. Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Credit Card Originator, which such certification shall be substantially similar to the certification provided by the Credit Card Originator in connection with the Perfection Opinion. 4. Obtain a list of series designations that indicate an Account has been designated to the Certificate Trust. 5. Confirm that each Account related to a Subject Receivable has a series designation listed in item #4 as of the last calendar day of the month in which the related Addition Date occurred. 6. If the above tests are confirmed, then Test Pass.
11		(i) that, at the time of its transfer to the Certificate Trust, has not been waived or modified except as permitted under transaction documents;	Policies and Procedures	1.  Confirm that policies and procedures for waiving amounts due under Accounts or otherwise modifying Accounts in accordance with transaction documents were in place from the Start Date to the Review Notice Date. 2. Confirm that policies and procedures referred to in item #1 were followed by: (i) obtaining recent internal audit findings, if any, related to processing waivers or modifications and (ii) obtaining internal audit's process manual for the period from the Start Date to the Review Notice Date, in order to confirm that, from the Start Date to the Review Notice Date, there were processes in place for tracking audit issue remediation, validating remediation completion, and reporting repeat audit issues identified in subsequent internal audits. 3. If the above tests are confirmed, then Test Pass.
12		(j) that, at the time of its transfer to the Certificate Trust, is not subject to any right of rescission, setoff, counterclaim or any other defense of the Obligor (including the defense of usury), other than defenses arising out of Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or equity) or as to which Servicer makes an adjustment due to rebate, refund, billing error or other collectability reasons set forth in the PSA; and	Public filings	1. Confirm that no litigation and judgments disclosed in any public filings made by Alliance Data, Comenity Bank, WFN Credit Company, LLC or World Financial Network Credit Card Master Note Trust since the Start Date to the Review Notice Date  indicates that the Credit Card Originator failed to comply with any law in connection with any Subject Receivable or related credit card agreement, or if such litigation existed that it has been resolved. 2. If the above test is confirmed, then Test Pass.

13		(k) as to which, at the time of its transfer to the Certificate Trust, the Transferor has satisfied all obligations to be fulfilled at the time it is transferred to the Certificate Trust.	UCC financing statements attached to the Perfection Opinion   Lien Search Results   Officer's Certificate with respect to certain UCC Filings that are not Specified Filings   Summary of relevant Account Information	1. Obtain the Lien Search Results. 2. Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3. Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Credit Card Originator, which such certification shall be substantially similar to the certification provided by the Credit Card Originator in connection with the Perfection Opinion. 4. Obtain a list of series designations that indicate an Account as been designated to the Certificate Trust. 5. Confirm that each Account related to a Subject Receivable has a series designation listed in item #4 as of the last calendar day of the month in which the related Addition Date occurred. 6. If the above tests are confirmed, then Test Pass.
	Eligible Accounts
14	RPA Section 4.2(a)(vii) TSA Section 2.4(a)(ix) PSA Section 2.4(a)(vii)	Each Account is an Eligible Account as of the Addition Date (as defined below):		1. Confirm the Account is eligible based on the results of the tests performed on Representations 15-21. If confirmed, then Test Pass.
15	PSA Section 1.1	"Eligible Account" means an open end credit card account in an Approved Portfolio owned by the Credit Card Originator that, as of the Trust Cut Off Date3 (in the case of an Initial Account), the date of creation thereof (in the case of an Automatic Additional Account) or the related Addition Cut Off Date (in the case of a Supplemental Account) (each such date referred to herein as the "Addition Date"):	Annual Listings Of Approved Portfolios   Summary of relevant Account Information	1. Obtain the most current Annual Listings of Approved Portfolios delivered to the Indenture Trustee and the related cut-off dates on which each Approved Portfolio was designated to the Certificate Trust (the "Approved Portfolio Start Date"). 2. For each Approved Portfolio relating to a Subject Receivable, obtain the earliest Addition Date of any Account related to a Subject Receivable. 3. Confirm for each Approved Portfolio relating to a Subject Receivable that the Addition Date referred to in item #2 is on or after the Approved Portfolio Start Date. 4. If the above test is confirmed, then Test Pass.

16		(a)  is in existence and is serviced by the Credit Card Originator or any Affiliate of the Credit Card Originator;	Summary of relevant Account Information	1. Obtain a list of series designations that indicate an Account as been designated to the Certificate Trust. 2. Confirm that each Account related to a Subject Receivable has a series designation listed in item #1 as of the last calendar day of the month in which the related Addition Date occurred. 3. If the above test is confirmed, then Test Pass
17		(b)  is payable in United States dollars;	Portfolio Credit Card Agreements	1. For each Account relating to a Subject Receivable, review the credit card agreements with respect to the related Approved Portfolio in effect as of the last calendar day of the month in which the related Addition Date occurred. 2. Verify the "Making Payments" section of such credit card agreements state the Account is payable in U.S. dollars. 3. If the above test is confirmed, then Test Pass.
18		(c)  except as provided in corresponding test, has not been identified as an account (i) the credit cards for which have been reported to the Credit Card Originator or the related Other Originator (if any) as lost or stolen or (ii) the Obligor of which is the subject of a bankruptcy proceeding;	Summary of relevant Account Information	1. For each Account related to a Subject Receivable, obtain the status code history and principal receivables balance as of the last calendar day of the month in which the related Addition Date occurred. 2. Obtain a list of status codes used to indicate that an Obligor of an Account is subject to bankruptcy proceedings. 3. Confirm that none of the status codes in item #2 were listed on any Account related to a Subject Receivable as of the last calendar day of the month in which the related Addition Date occurred. 4. Confirm policies and procedures exist to immediately close an Account the credit cards for which have been reported as lost or stolen. 5. If the above tests are confirmed, then Test Pass.
19		(d)  none of the Receivables in which have been, sold, pledged, assigned or otherwise conveyed to any Person (except by an Other Originator to the Credit Card Originator or otherwise pursuant to this Agreement), unless any such pledge or assignment is released on or before the Initial Closing Date or the Addition Date, as applicable;	Summary of relevant Account Information	1. Obtain a list of series designations that indicate an Account as been designated to the Certificate Trust. 2. Confirm that each Account related to a Subject Receivable has a series designation listed in item #1 as of the last calendar day of the month in which the related Addition Date occurred. 3. If the above test is confirmed, then Test Pass.
20		(e)  except as provided below, none of the Receivables in which are Defaulted Receivables or have been identified by the Credit Card Originator or the related Other Originator (if any), or by the relevant Obligor to the Credit Card Originator or the related Other Originator (if any), as having been incurred as a result of fraudulent use of a credit card; and	Summary of relevant Account Information   Policies and Procedures	1. For each Account related to a Subject Receivable, obtain the status code history and principal receivables balance as of the  last calendar day of the month in which the related Addition Date occurred. 2. Obtain a list of status codes used to indicate fraud. 3. Confirm that none of the status codes in item #2 were listed on the Account as of the last calendar day of the month in which the related Addition Date occurred. 4. Confirm policies and procedures exist to remove Accounts that have been written-off from the Credit Card Originator's records and systems and that such write-off occurs when the Account is defined as Defaulted under the transaction documents. 5. If the above tests are confirmed, then Test Pass.

21		(f)  has an Obligor who has provided as his or her most recent billing address, an address located in the United States or a United States military address, provided that an account shall not fail to be an "Eligible Account" solely due to the Obligor having provided a billing address not satisfying the foregoing if as of the Trust Cut Off Date (in the case of an Initial Account), the end of the most recently ended Monthly Period (in the case of an Automatic Additional Account) or the related Addition Cut Off Date (in the case of a Supplemental Account) the aggregate Principal Receivables in Accounts the most recent billing address for which does not satisfy the foregoing made up less than 2% (or any higher percentage as to which the Rating Agency Condition has been satisfied) of the aggregate Principal Receivables.	Summary of relevant Account Information	1. Obtain the most recent monthly servicer's report delivered to the Indenture Trustee. 2. Confirm that such monthly servicer's report lists the amount of receivables that have a foreign address as less than 2% of the receivables owned by the Certificate Trust. 3. If the above test is confirmed, then Test Pass.
	Ownership/Right to Transfer/No Liens/Compliance
22	RPA Section 4.2(a)(iii) TSA Section 2.4(a)(iii) PSA Section 2.4(a)(iii)	Applicable transferor is the legal and beneficial owner of all right, title and interest in each Receivable and such transferor has the full right to transfer such Receivables to the Certificate Trust, and each Receivable conveyed to the Certificate Trust by such transferor has been conveyed to the Certificate Trust free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates (other than permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to Transferor;	UCC financing statements attached to the Perfection Opinion   Officer's Certificate with respect to certain UCC Filings that are not Specified Filings   Lien Search Results	1. Obtain the Lien Search Results. 2. Confirm that Specified UCC Filings are listed on the Lien Search Results and are effective. 3. Confirm that no filings on the Lien Search Results list the Subject Receivables other than the Specified UCC Filings by obtaining a written certification from the Credit Card Originator, which such certification shall be substantially similar to the certification provided by the Credit Card Originator in connection with the Perfection Opinion. 4. If the above tests are confirmed, then Test Pass.
	Required Authorizations/Consents Obtained
23	RPA Section 4.2(a)(iv) TSA Section 2.4(a)(iv) PSA Section 2.4(a)(iv)	All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the applicable transferor in connection with the conveyance by such transferor of Receivables to the Certificate Trust have been duly obtained, effected or given and are in full force and effect;	Operating Certificates   List of required consents, licenses, approvals, authorizations or registrations and related detail	1. Review the Operating Certificates and a list of required consents, licenses, approvals, authorizations or registrations to effectuate the creation of Receivables and execution, delivery, and performance by the Credit Card Originator. 2. Confirm with the Credit Card Originator's legal/compliance department that such authorizations, consents, orders, etc. are in full force and effect as of the Review Notice Date. 3. If the above tests are confirmed, then Test Pass.

EXHIBIT A

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT, dated as of [_____], 20[__], is between WFN Credit Company, LLC and FTI Consulting, Inc.

In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.  DEFINITIONS

"Agreement" means this Indemnification Agreement, as the same may be amended in accordance with the terms hereof.

"Asset Representations Review Agreement" means the Asset Representations Review Agreement, dated July 6, 2016, among Comenity Bank, as Seller and Servicer, WFN Credit Company, LLC, as Transferor, World Financial Network Credit Card Master Note Trust, as Issuer, and FTI Consulting, Inc., as Asset Representations Reviewer, as such agreement may be amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time.

"Depositor" means WFN Credit Company, LLC, a limited liability company organized under the laws of the State of Delaware.

"FTI" means FTI Consulting, Inc., a Maryland corporation.

"FTI Information" means the information attached hereto as Exhibit A.

"Offered Notes" means the (Series 20[__]-[__]) Notes referred to as offered notes by the Prospectus.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

"Prospectus" means the prospectus, dated [_____], 20[__], relating to the offering of the Offered Notes.

"Securities Act" means the provisions of the Securities Act of 1933, 15 U.S.C. Sections 77a et seq., and any regulations promulgated thereunder, as may be amended or modified from time to time.

"Securities Exchange Act" means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections 78a et seq., and any regulations promulgated thereunder, as may be amended or modified from time to time.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

ARTICLE III. INDEMNIFICATION

 

 

Indemnification Agreement

failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under Section 3.1.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, the indemnifying party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties.  Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party under this paragraph for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party shall have authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.  No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld.  In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) representing an indemnified party separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

ARTICLE IV. GENERAL

 

 

Indemnification Agreement

enforcement of such change, waiver, discharge or termination is sought.  This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

* * * * *

 

 

Indemnification Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the date first above written.

WFN CREDIT COMPANY, LLC

By:______________________________
Name: ___________________________

Title: ____________________________

FTI CONSULTING, INC.

By:______________________________
Name: ___________________________

Title: ____________________________

 

 

 

 

 

Indemnification Agreement

S-1

 

Exhibit A

Item 1117: See the representation in Section 2.2 of this Indemnification Agreement.

Item 1119: The following is a description of the Asset Representation Reviewer's affiliation, if any, with any of the following persons, in each case, only to the extent that the identity of such persons has been identified to the Asset Representation Reviewer pursuant to Section 4.2(f)(i) of the Asset Representations Review Agreement: the sponsor, the depositor, the issuing entity, each servicer, each trustee, each person hired by Comenity Bank or an underwriter to perform due diligence on the Receivables, any originator, any significant obligor, any enhancement or support provider, any underwriter, or any other material transaction party.

 

 

A-1

 

 

 

 

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