SF-3/A

As filed with the Securities and Exchange Commission on May 11, 2021

Registration Nos. 333-251538 and 333-251538-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WF Card Issuance Trust

(Issuing entity in respect of the Notes)

WF Card Funding, LLC

(Depositor)

(Exact name of registrant as specified in its charter)

Delaware	94-1347393
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Commission File Number of depositor: 333-251538

Central Index Key Number of depositor: 0001833590

WF Card Funding, LLC

(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor: 0000740906

Wells Fargo Bank, National Association

(Exact name of sponsor as specified in its charter)

WF Card Funding, LLC

550 S. Tryon Street, Floor 10

D1086-103

Charlotte, North Carolina 28202

(866) 263-3059

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeff D. Blake

Senior Company Counsel

Wells Fargo & Company

301 South College Street, 30^th Floor

D1053-300

Charlotte, North Carolina 28202

(866) 263-3059

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael H. Mitchell, Esq. Mitchell A. Naumoff, Esq. Reed D. Auerbach, Esq.

Chapman and Cutler LLP 1717 Rhode Island Avenue, NW Washington, D.C. 20036 (202) 478-6444 (Counsel to Sponsor and Depositor) Morgan, Lewis & Bockius LLP 101 Park Ave. New York, NY 10178-0060 (212) 309-6200 (Counsel to Underwriters)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form SF–3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form SF–3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(a)(b)	Proposed maximum offering price per unit(c)	Proposed maximum aggregate offering price(c)	Amount of registration  fee(d)
Notes	$13,556,875,250	100%	$13,556,875,250	$1,479,055.09

(a) With respect to any securities issued with original issue discount, the amount to be registered is calculated based on the initial public offering price thereof.

(b) With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered.

(c) Estimated solely for the purpose of calculating the registration fee.

(d) A registration fee of $109.10 was previously paid in connection with the initial filing of this Registration Statement on December 21, 2020. Pursuant to Rule 457(p) under the Securities Act of 1933, the entire remaining portion of the current registration fee, which is equal to $1,478,945.99, is offset by the unused registration fee of $1,478,945.99 (the “Available Registration Fee”) paid in connection with unsold securities registered by the registrant’s parent, Wells Fargo & Company, under a Registration Statement on Form S-3 (No. 333-216234), initially filed on February 24, 2017, as amended by Post-Effective Amendment No. 1 filed on February 26, 2019 and Post-Effective Amendment No. 2 filed on February 28, 2019. The Available Registration Fee is equal to (i) $1,482,991.42 in registration fees associated with $12,235,902,856.07 in unsold securities registered under that earlier Registration Statement on Form S-3 less (ii) $4,045.43 of that unused registration fee utilized by Wells Fargo & Company in connection with the filing of another Registration Statement on Form S-3 (No. 333-253886) on March 4, 2021, as amended by Pre-Effective Amendment No. 1 filed on April 6, 2021. The utilization of the Available Registration Fee in connection with the filing of this Registration Statement results in a net unpaid registration fee of $0 for this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall subsequently become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

This Registration Statement includes a representative form of prospectus relating to the offering by the WF Card Issuance Trust of a multiple tranche series of asset-backed notes.

3

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not seeking an offer to buy these securities in any state where the offer or sale is prohibited.

SUBJECT TO COMPLETION DATED [____] [__], 20[__]

Form of Prospectus Dated [_____], 20[__]

Wells Fargo Bank, National Association

Sponsor, Servicer, Calculation Agent and Originator (CIK: 0000740906)

WF Card Funding, LLC

Transferor and Depositor (CIK: 0001833590)

WF Card Issuance Trust

Issuing Entity (CIK: 0001833494)

WFCardSeries

The issuing entity will issue and sell:	Class [•](20[•]-[•]) Notes
Principal amount	$[•]
Interest rate	[[•]-month LIBOR plus][•]% per year [(determined as described in this prospectus)1]
Interest payment dates	[•]th day of each month, beginning in [•] 20[•]
Expected principal payment date	[•] [•], 20[•]
Legal maturity date	[•] [•], 20[•]
Expected issuance date	[•] [•], 20[•]
Price to public	$[•] (or [•]%)
Underwriting discount	$[•] (or [•]%)
Proceeds to the issuing entity	$[•] (or [•]%)

[¹The interest rate for the Class [•](20[•]-[•]) notes will be a rate initially based on [•]-month LIBOR; however, LIBOR may be replaced as the applicable benchmark upon the occurrence of a benchmark transition event and related benchmark replacement date. See “Prospectus Summary—Interest Payments” in this prospectus for more information.]

The Class [•](20[•]-[•]) notes are a tranche of the Class [•] notes of the WFCardSeries [and will be offered by the underwriters to investors at varying prices to be determined at the applicable time of sale. The compensation of the underwriters will be a commission representing the difference between the purchase price for the Class [•](20[•]-[•]) notes paid to the issuing entity and the proceeds from the sales of the Class [•](20[•]-[•]) notes paid to the underwriters by investors].

[Subordination: [Interest and principal on the Class B notes of the WFCardSeries are subordinated to payments on the Class A notes as described in this prospectus.][Interest and principal on the Class C notes of the WFCardSeries are subordinated to payments on the Class A notes and the Class B notes as described in this prospectus.]]

Credit Enhancement: [Interest and principal on the Class B notes, the Class C notes and the Class D notes of the WFCardSeries are subordinated to payments on the Class A notes as described in this prospectus.][Interest and principal on the Class C notes and the Class D notes of the WFCardSeries are subordinated to payments on the Class A

notes and the Class B notes as described in this prospectus.][Interest and principal on the Class D notes are subordinated to payments on the Class A notes, the Class B notes and the Class C notes as described in this prospectus.][The Class C(20[•]-[•]) notes will have the benefit of a Class C reserve subaccount as described in this prospectus.]

[The Class [•](20[•]-[•]) notes will have the benefit of a [type of derivative agreement] provided by [Name of Provider], as derivative counterparty.]

You should consider the discussion under “Risk Factors” beginning on page 45 of this prospectus before you purchase any notes.

The primary assets of the issuing entity are receivables arising in a portfolio of unsecured consumer revolving credit card accounts.

The notes are obligations of the issuing entity only and are not obligations of WF Card Funding, LLC, Wells Fargo Bank, National Association, their affiliates, or any other person.

The notes of all series are secured by a shared security interest in (i) the receivables and other related assets held by the issuing entity, (ii) the collection account, and (iii) the excess funding account, but each tranche of notes is entitled to the benefits of only that portion of the assets allocated to it under the indenture and the indenture supplement. Noteholders will have no recourse to any other assets of the issuing entity for payment of the WFCardSeries notes.

The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Neither the SEC nor any state securities commission has approved or disapproved the notes or determined that this prospectus is truthful, accurate or complete. Any representation to the contrary is a criminal offense.

Underwriters

Wells Fargo Securities, LLC
	[•]
		[•]

Information Presented in this Prospectus

WF Card Issuance Trust will issue notes in series and we expect that most series will consist of multiple classes and that most classes will consist of multiple tranches. As of the issuance date for your notes, the WFCardSeries [will be][is] the only issued and outstanding series of WF Card Issuance Trust. The Class [•](20[•]-[•]) notes are a tranche of the Class [•] notes of the WFCardSeries. This prospectus describes the specific terms of your series, class and tranche of notes and also provides general information about other series, classes and tranches of notes that have been or may be issued from time to time. Other series, classes and tranches of WF Card Issuance Trust notes, including other tranches of notes that are included in the WFCardSeries as a part of the Class [•] notes or other notes that are included in the Class [•](20[•]-[•]) tranche, may be issued by WF Card Issuance Trust in the future without the consent of, or prior notice to, any noteholders. No series, class or tranche of notes, other than the Class [•](20[•]-[•]) notes, is being offered pursuant to this prospectus. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes.

Currently, the primary asset of WF Card Issuance Trust is receivables arising in selected Visa and American Express revolving credit card accounts and, in the future, could include receivables arising in selected revolving credit card accounts of one or more other major card payment networks, including Mastercard.

You should rely only on the information provided in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on its cover.

We are not offering the Class [•](20[•]-[•]) notes in any state where the offer is not permitted.

Information regarding certain entities that are not affiliates of Wells Fargo Bank, National Association or WF Card Funding, LLC has been provided in this prospectus. See in particular “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—U.S. Bank National Association,” “—Wilmington Trust, National Association” and “—Clayton Fixed Income Services LLC.” The information contained in those sections of this prospectus was prepared solely by the party described in that section without the involvement of Wells Fargo Bank, National Association, WF Card Funding, LLC or any of their affiliates.

Wells Fargo Securities, LLC, one of the underwriters of the Class [•](20[•]-[•]) notes, is an affiliate of Wells Fargo Bank, National Association, WF Card Funding, LLC and WF Card Issuance Trust. See “Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds).”

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus provides the pages on which these captions are located.

Parts of this prospectus use defined terms. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page [__].

Prohibition of Sales to EU Retail Investors in the European Economic Area

The Class [•](20[•]-[•]) notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EU retail investor in the European Economic

Area (“EEA”). For these purposes, a “EU retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (known as the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (known as the “EU Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to EU retail investors in the EEA has been prepared and therefore offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors in the United Kingdom

The Class [•](20[•]-[•]) notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK retail investor in the United Kingdom (UK). For these purposes, a “UK retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 (as amended), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the FSMA) and any rules or regulations made under the FSMA (as such rules and regulations may be amended) to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 (as amended), as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the EUWA (as amended, the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the EU PRIIPs Regulation), as it forms part of UK domestic law by virtue of the EUWA, and as amended (the UK PRIIPs Regulation), for offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to UK retail investors in the UK has been prepared and therefore offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to any UK retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II Product Governance

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Class [•](20[•]-[•]) notes has led to the conclusion that: (i) the target market for the Class [•](20[•]-[•]) notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Class [•](20[•]-[•]) notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Class [•](20[•]-[•]) notes (a distributor) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Class [•](20[•]-[•]) notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

UK MiFIR Product Governance

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Class [•](20[•]-[•]) notes has led to the conclusion that: (i) the target market for the Class [•](20[•]-[•]) notes is eligible counterparties and professional clients only, each as defined in the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”); and (ii) all channels for distribution of the Class [•](20[•]-[•]) notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Class [•](20[•]-[•]) notes (a distributor) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Class [•](20[•]-[•]) notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

EU Due Diligence and Risk Retention Rules Considerations

Article 5 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 (the “EU Securitization Regulation”) places certain restrictions and conditions on investments in securitizations (as defined in the EU Securitization Regulation) by “institutional investors,” defined to include (a) credit institutions or investment firms as defined in and for purposes of Regulation (EU) No 575/2013, as amended, known as the Capital Requirements Regulation (the “CRR”), (b) insurance undertakings or reinsurance undertakings as defined in Directive 2009/138/EC, as amended, (known as “Solvency II”), (c) alternative investment fund managers (“AIFMs”) as defined in Directive 2011/61/EU (known as the AIFMD) that manage or market alternative investment funds in the EU or the UK, (d) certain undertakings for the collective investments in transferable securities (“UCITS”) management companies, as defined in Directive 2009/65/EC, as amended (known as the “UCITS Directive”), or internally managed UCITS, which are investment companies that are authorized in accordance with that Directive and have not designated such management companies for their management, and (e) with certain exceptions, institutions for occupational retirement provision (“IORP”) falling within the scope of Directive (EU) 2016/2341, or investment managers or authorized entities appointed by such institutions for occupational retirement provision as provided in that Directive. Pursuant to Article 14 of the CRR, those conditions also apply to investments by certain consolidated affiliates, wherever established or located, of institutions regulated under the CRR.

The EU Securitization Regulation has direct effect in member states of the European Union (the “EU”) and is expected to be implemented by national legislation in other countries in the European Economic Area (the “EEA”). In addition, notwithstanding that the United Kingdom (the “UK”) is no longer a member of the EU, the European Securitization Regulation continues to apply in the UK, pursuant to the withdrawal agreement between the EU and the UK, for the duration of a transition period (the “Transition Period”) which is expected to end on December 31, 2020.

Under the terms and conditions of the [underwriting agreement][EU risk retention agreement] for these Class [•](20[•]-[•]) notes, with reference to Articles 5 and 6 of the EU Securitization Regulation, together with any relevant regulatory technical standards and implementing technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation (together, “delegated regulations and guidance”), each as in effect and applicable on the date of the issuance of the Class [•](20[•]-[•]) notes (referred to, collectively, as the “EU due diligence and risk retention rules”), Wells Fargo Bank, National Association covenants and agrees that:

(i) as “originator” under subsection (a) of Article 2(3) of the EU Securitization Regulation, it currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than five per cent of the nominal value of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator’s interest as provided in option (b) of Article 6(3) of the EU Securitization Regulation, by holding all the membership interest in WF Card Funding, LLC, which in turn holds all or part of the Transferor Interest;

(ii) it will not (and will not permit WF Card Funding, LLC or any of its other affiliates to) sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the retained interest or subject it to any credit risk mitigation or hedging, except to the extent permitted under the EU Securitization Regulation (as supplemented by applicable delegated regulations and guidance) (or any equivalent or similar requirements);

(iii) it will not change the retention option or the method of calculating its net economic interest in the securitized exposures while the Class [•](20[•]-[•]) notes are outstanding, except under exceptional circumstances in accordance with the EU Securitization Regulation (as supplemented by applicable delegated regulations and guidance) (or any equivalent or similar requirements); and

(iv) it will provide ongoing confirmation of its continued compliance with its obligations in clauses (i) and (ii) in this paragraph in or concurrently with the delivery of each monthly noteholders’ statement.

Wells Fargo Bank, National Association is not subject to the EU due diligence and risk retention rules or other provisions of the EU Securitization Regulation and, other than as set forth in the [underwriting agreement][EU risk retention agreement] (as summarized in the previous paragraph), Wells Fargo Bank, National Association does not undertake to take any further action to comply (or to enable affected investors to comply) with the EU due diligence and risk retention rules or other provisions of the EU Securitization Regulation (or any such equivalent or similar requirements), including the delivery of any information beyond that contained in or provided with the monthly noteholders’ statements. In particular, Wells Fargo Bank, National Association does not make any undertaking to comply with the transparency requirements in Article 7 of the EU Securitization Regulation (or any equivalent or similar requirements) or to comply with any amendments, supplements or other modifications to the EU due diligence and risk retention rules that may occur after the expected issuance date of the Class [•](20[•]-[•]) notes. Accordingly, none of Wells Fargo Bank, National Association, WF Card Funding, LLC, WF Card Issuance Trust, the owner trustee, the indenture trustee, the paying agent, the note registrar, any of the underwriters, or any of their respective affiliates makes any representation or gives any assurance that the matters set forth in the previous paragraph and the information given in this prospectus or pursuant to the transaction documents are or will be sufficient for compliance by affected investors with the requirements and criteria set out in the EU due diligence and risk retention rules (or any equivalent or similar requirements). Additionally, in no event shall the indenture trustee, the paying agent or the note registrar have any responsibility to monitor

compliance with, calculate, provide or otherwise make available information or documents required by EU due diligence and risk retention rules or other provisions of the EU Securitization Regulation (or any equivalent rules or similar requirements). None of the indenture trustee, the paying agent or the note registrar shall be charged with knowledge of such rules and will not be liable to any party for a violation of such rules or regulations now or hereinafter in effect. Failure by affected investors to comply with one or more of the requirements set out in the EU due diligence and risk retention rules (or any equivalent or similar requirements) may result, among other things, in the imposition of a penalty regulatory capital charge through additional risk weights levied in respect of the notes acquired by applicable noteholders that are subject to the EU due diligence and risk retention rules (or any equivalent or similar requirements), or in the imposition of other regulatory sanctions. Prospective noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the applicable EU due diligence and risk retention rules (or any equivalent or similar requirements).

In addition, it is currently expected that, with effect from the end of the Transition Period, (i) the EU Securitization Regulation will cease to be applicable in the UK, and (ii) certain similar UK legislation (the “UK Securitization Rules”) will take effect. The UK Securitization Rules, in broad terms (and among other things), would impose upon relevant UK-established or UK-regulated persons certain restrictions and obligations similar in nature to those imposed by the EU Securitization Regulation as of the end of the Transition Period. However, the restrictions and obligations to be imposed by the UK Securitization Rules would, in certain respects, be in different terms to the corresponding restrictions and obligations currently imposed by the EU Securitization Regulation, and such differences may, in certain cases, be material for investors, originators and other parties. In addition, the UK Securitization Rules, in their current form, do not include any general transitional (or “grandfathering”) provision, by which a person who is in compliance with the EU Securitization Regulation in respect of any securitization immediately before the end of the Transition Period would be deemed to be in compliance with the UK Securitization Rules in respect of such securitization following the end of the Transition Period. It is possible that the UK Securitization Rules may not be brought into force, and may be amended before or after they take effect.

If, at any time, any noteholder or prospective investor requires any action to be taken for purposes of its compliance with the UK Securitization Rules, no party to the transaction described in this prospectus will be obligated to take any such action, except to the extent that it is otherwise obligated to do so, as described in this prospectus. No such party gives any assurance as to any person’s ability to comply, at any time, with any requirement of the UK Securitization Rules, or shall have any liability to any person in respect of any non-compliance, or inability to comply, with any requirement of the UK Securitization Rules.

Prospective investors are themselves responsible for monitoring and assessing changes to the EU Securitization Rules and the UK Securitization Rules and their regulatory capital requirements.

Volcker Rule Considerations

WF Card Issuance Trust is not now, and immediately following the issuance of the Class [•](20[•]-[•]) notes pursuant to the indenture will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, commonly known as the “Volcker Rule.” In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the Investment Company Act of 1940, as amended, or the Volcker Rule may be available, we have relied on the exclusion from registration set forth in Rule 3a-7 under the Investment Company Act.

Forward-Looking Statements

This prospectus, including information incorporated by reference in this prospectus, may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended. Such statements are subject to risks and uncertainties. Actual conditions, events or results may differ materially from those set forth in such forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “could” or similar expressions are intended to identify forward-looking statements but are not the only means to identify these statements. Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Factors which could cause the actual financial and other results to differ materially from those projected by us in forward-looking statements include, but are not limited to, the following:

• the effect of the coronavirus disease (COVID-19) pandemic, including on WFBNA’s business operations, as well as its impact on general economic and financial market conditions and on cardholder use and payment patterns;

• local, regional and national business, political or economic conditions may differ from those expected;

• the effects and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board, may adversely affect Funding’s or WFBNA’s business;

• the timely development and acceptance of new products and services may be different than anticipated;

• technological changes instituted by Funding or WFBNA and by persons who may affect Funding’s or WFBNA’s business may be more difficult to accomplish or more expensive than anticipated or may have unforeseen consequences;

• the ability to increase market share and control expenses may be more difficult than anticipated;

• competitive pressures among financial services companies may increase significantly;

• Funding’s or WFBNA’s reputation risk arising from negative public opinion;

• changes in laws and regulations, including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder, may adversely affect Funding, WFBNA or their respective businesses;

• changes in accounting policies and practices, as may be adopted by regulatory agencies and the Financial Accounting Standards Board, may affect expected financial reporting or business results;

• the costs, effects and outcomes of litigation may adversely affect Funding, WFBNA or their businesses;

• Funding or WFBNA may not manage the risks involved in the foregoing as well as anticipated; and

• a failure in or breach of WFBNA’s operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attack.

TABLE OF CONTENTS

	Page
THE CLASS [•](20[•]-[•]) NOTES		1
Summary of Terms		1
PROSPECTUS SUMMARY		8
Securities Offered		8
Risk Factors		8
Issuing Entity		11
Funding		12
WFBNA and Affiliates		12
Indenture Trustee		12
Owner Trustee		12
Asset Representations Reviewer		13
Parties, Transferred Assets and Operating Documents		14
Series, Classes and Tranches of Notes		15
WFCardSeries Notes		15
Interest Payments		16
Expected Principal Payment Date and Legal Maturity Date		20
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes		21
Subordination		22
WFCardSeries Credit Enhancement		23
WFCardSeries Required Subordinated Amount		24
Limit on Repayment of All Notes		27
Sources of Funds to Pay the Notes		28
Derivative Agreement for Class  [•](20[•]-[•]) Notes		28
WFCardSeries Class C Reserve Account		31
Flow of Funds and Application of Finance Charge and Principal Collections		32
Revolving Period		32
Early Redemption of Notes		32
Optional Redemption by the Issuing Entity		34
Events of Default		34
Events of Default Remedies		35
WFCardSeries Issuing Entity Accounts		36
Security for the Notes		36
Limited Recourse to the Issuing Entity		37
WFCardSeries Accumulation Reserve Account		37
Shared Excess Available Funds		38
Shared Excess Available Principal Amounts		38
Registration, Clearing and Settlement		38
Stock Exchange Listing		38
Ratings		39
ERISA Eligibility		39
Tax Status		39
Denominations		39
Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer		40
Application of WFCardSeries Available Funds		41

- i -

TABLE OF CONTENTS

(continued)

	Page
Application of WFCardSeries Principal Amounts		41
Fees and Expenses Payable from WFCardSeries Available Funds and WFCardSeries Available Principal Amounts		42
WFCARDSERIES REQUIRED SUBORDINATED AMOUNT		43
RISK FACTORS		45
Business Risks Relating to WFBNA’s Credit Card Business		45
Insolvency and Security Interest Risks		50
Other Legal and Regulatory Risks		55
Transaction Structure Risks		61
General Risk Factors		76
TRANSACTION PARTIES; LEGAL PROCEEDINGS; AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS		77
WF Card Issuance Trust		77
WF Card Funding, LLC		79
WFBNA and Affiliates		79
Credit Risk Retention		80
Certain Interests in the Issuing Entity		82
Industry Developments		82
Interchange Litigation		82
U.S. Bank National Association		83
Wilmington Trust, National Association		85
[Providers of Derivatives]		85
Clayton Fixed Income Services LLC		85
USE OF PROCEEDS		86
THE NOTES		86
General		86
Interest		87
Principal		88
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount		90
Stated Principal Amount		90
Outstanding Dollar Principal Amount		90
Nominal Liquidation Amount		90
Final Payment of the Notes		92
Subordination of Interest and Principal		93
Required Subordinated Amount		93
Early Redemption of Notes		101
Issuances of New Series, Classes and Tranches of Notes		102
Payments on Notes; Paying Agent		104
Denominations		105
Record Date		105
Governing Law		105
Form, Exchange and Registration and Transfer of Notes		105
Book-Entry Notes		106

- ii -

TABLE OF CONTENTS

(continued)

	Page
The Depository Trust Company		107
Clearstream Banking		108
Euroclear		108
Distributions on Book-Entry Notes		109
Global Clearing and Settlement Procedures		109
Definitive Notes		110
Replacement of Notes		110
SOURCES OF FUNDS TO PAY THE NOTES		111
The Collateral		111
Application of Collections		113
Required Deposit Limitations		115
Deposit and Application of Funds for each Series		116
WFCardSeries Available Funds		117
Application of WFCardSeries Available Funds		118
Targeted Deposits of WFCardSeries  Available Funds to the Interest Funding Account		118
Allocation to Interest Funding Subaccounts		119
Payments Received from Derivative Counterparties for Interest on Foreign Currency Notes		120
Deposits of Withdrawals from the Class  C Reserve Account to the Interest Funding Account		120
Deposits of Withdrawals from the Class  D Reserve Account to the Interest Funding Account		120
Allocations of Reductions from Charge-Offs		120
Limits on Reallocations of Charge-Offs to a Tranche of Class D Notes from Tranches of Class A, Class B and Class C		121
Limits on Reallocations of Charge-Offs to a Tranche of Class C Notes from Tranches of Class A and Class B		121
Limits on Reallocations of Charge-Offs to a Tranche of Class B Notes from Tranches of Class A Notes		122
Allocations of Reimbursements of Nominal Liquidation Amount Deficits		122
Application of WFCardSeries Available Principal Amounts		123
Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of WFCardSeries Available Principal Amounts		126
Limit on Allocations of WFCardSeries  Available Principal Amounts and WFCardSeries Available Funds		129
Targeted Deposits of WFCardSeries  Available Principal Amounts to the Principal Funding Account		129
Allocation to Principal Funding Subaccounts		131
Limit on Deposits to the Principal Funding Subaccount of Subordinated Notes; Limit on Repayments of all Tranches		132
Payments Received from Derivative Counterparties for Principal		134
Deposits of Withdrawals from the Class  C Reserve Account to the Principal Funding Account		134

- iii -

TABLE OF CONTENTS

(continued)

	Page
Deposits of Withdrawals from the Class  D Reserve Account to the Principal Funding Account		134
Withdrawals from Interest Funding Subaccounts		134
Withdrawals from Principal Funding Subaccounts		135
Targeted Deposits to the Class C Reserve Account		136
Withdrawals from the Class C Reserve Account		136
Targeted Deposits to the Class D Reserve Account		137
Withdrawals from the Class D Reserve Account		137
Targeted Deposits to the Accumulation Reserve Subaccounts		138
Withdrawals from the Accumulation Reserve Subaccounts		139
Final Payment of the Notes		139
Pro Rata Payments Within a Tranche		140
Shared Excess Available Funds		140
Shared Excess Available Principal Amounts		140
Issuing Entity Accounts		141
Derivative Agreements		142
Sale of Credit Card Receivables		142
Sale of Credit Card Receivables for WFCardSeries Notes		143
Limited Recourse to the Issuing Entity; Security for the Notes		144
THE INDENTURE		145
Indenture Trustee		145
Owner Trustee		147
Issuing Entity Covenants		148
Early Redemption Events		149
WFCardSeries Early Redemption Events		150
Events of Default		151
Events of Default Remedies		152
Voting		154
Amendments to the Indenture and Indenture Supplements		154
Tax Opinions for Amendments		157
Addresses for Notices		157
Issuing Entity’s Annual Compliance Statement		157
Indenture Trustee’s Annual Report		157
List of Noteholders		158
Reports		158
WFBNA’S CREDIT CARD ACTIVITIES		161
Business Overview		161
Origination		161
Underwriting Procedures		162
Account Maintenance		163
Customer Service		163
Billing and Payments		164
Collection Efforts		165
Interchange		166

- iv -

TABLE OF CONTENTS

(continued)

	Page
RECEIVABLES TRANSFER AND SERVICING AGREEMENTS GENERALLY		166
THE RECEIVABLES PURCHASE AGREEMENT		166
Sale of Receivables		166
Representations and Warranties		167
Repurchase Obligations		167
Reassignment of Other Receivables		168
Amendments		168
Termination		169
THE TRANSFER AGREEMENT		169
The Receivables		169
Conveyance of Receivables		170
Addition of Issuer Assets		171
Removal of Accounts		172
Representations and Warranties		173
Amendments to the Transfer Agreement		175
Termination of the Transfer Agreement		176
THE SERVICING AGREEMENT		176
Collection and Other Servicing Procedures		176
Termination of the Servicing Agreement		177
Servicing Compensation and Payment of Expenses		177
Certain Matters Regarding the Servicer		178
Servicer Default		179
Evidence as to Compliance		179
Rebates and Fraudulent Charges		180
Amendments to the Servicing Agreement		181
REQUIREMENTS FOR SEC SHELF REGISTRATION		181
CEO Certification		182
Asset Representations Review		182
General		182
Delinquency Trigger		183
Voting Trigger		184
Asset Review		186
Limitation on Liability; Indemnification		188
Eligibility of Asset Representations Reviewer		188
Resignation and Removal of the Asset Representations Reviewer		188
Asset Representations Reviewer Compensation		190
Amendment of the Asset Representations Review Agreement		190
Dispute Resolution		190
Investor Communication		193
CONSUMER PROTECTION LAWS AND CERTAIN OTHER REGULATORY MATTERS		194
Certain Regulatory Matters		194
Consumer Protection Laws		195

- v -

TABLE OF CONTENTS

(continued)

	Page
FEDERAL INCOME TAX CONSEQUENCES		197
General		197
Description of Opinions		197
Tax Characterization of the Issuing Entity and the Notes		198
Consequences to Holders of the Offered Notes		200
State and Local Tax Consequences		203
BENEFIT PLAN INVESTORS		203
Prohibited Transactions		204
Potential Prohibited Transactions from Investment in Notes		204
Prohibited Transactions between the Benefit Plan and a Party in Interest		204
Prohibited Transactions between the Issuing Entity and a Party in Interest		205
Investment by Benefit Plan Investors		205
Tax Consequences to Benefit Plans		206
UNDERWRITING (PLAN OF DISTRIBUTION, CONFLICTS OF INTEREST AND PROCEEDS)		206
LEGAL MATTERS		209
WHERE YOU CAN FIND MORE INFORMATION		209
GLOSSARY OF DEFINED TERMS		211
ANNEX I: THE REPRESENTATIVE PORTFOLIO AND THE TRUST PORTFOLIO		A-I-1
ANNEX II: STATIC POOL INFORMATION		A-II-1
ANNEX III: OUTSTANDING SERIES, CLASSES, AND TRANCHES OF NOTES		A-III-1

- vi -

The Class [•](20[•]-[•]) Notes

Summary of Terms

This summary does not contain all the information you may need to make an informed investment decision. You should read this prospectus in its entirety before you purchase any notes.

Only the Class [•](20[•]-[•]) notes are being offered through this prospectus. Other series, classes and tranches of WF Card Issuance Trust notes, including other tranches of notes that are included in the WFCardSeries as a part of the Class [•] notes or other notes that are included in the Class[•](20[•]-[•]) tranche, may be issued by WF Card Issuance Trust in the future without the consent of, or prior notice to, any noteholders. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes.

Transaction Parties
Issuing Entity of the Notes	WF Card Issuance Trust (“issuing entity” or “trust”)
Sponsor, Servicer, Originator and Calculation Agent	Wells Fargo Bank, National Association (“WFBNA”)
Transferor and Depositor	WF Card Funding, LLC (“Funding” or “transferor”)
Indenture Trustee	U.S. Bank National Association
Paying Agent and Note Registrar	WFBNA
Owner Trustee	Wilmington Trust, National Association
Asset Representations Reviewer	Clayton Fixed Income Services LLC
[Derivative Counterparty]	[Name of Derivative Counterparty]
Assets
Primary Assets of the Issuing Entity	Receivables in unsecured consumer revolving credit card accounts
Receivables (as of beginning of the day on [•] [•], 20[•])	Principal receivables:                                    $[•] Finance charge receivables:                          $[•]
Asset Backed Securities Offered	Class [•](20[•]-[•])
Class	Class [•]
Series	WFCardSeries
Initial Principal Amount	$[•]
Initial Nominal Liquidation Amount	$[•]
Expected Issuance Date	[•] [•], 20[•]
[Subordination	[The Class B(20[•]-[•]) notes will be subordinated to the Class A notes.][The Class C(20[•]-[•]) notes will be subordinated to the Class A notes and the Class B notes.]]
[Credit Enhancement	[Subordination of the Class B notes, the Class C notes and the Class D notes][Subordination of the Class C notes and the Class D notes][Subordination of the Class D notes][Additional credit enhancement for the Class C(20[•]-[•]) notes will be provided by the Class C reserve subaccount.]]
[Credit Enhancement Amount	Required Subordinated Amount]
[Required Subordination Amount of Class B Notes	Applicable required subordination percentage of Class B notes multiplied by the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes.]

1

[Required Subordination Percentage of Class B Notes	[•]%. However, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” for a discussion of the calculation of the applicable stated percentage and the method by which the applicable stated percentage may be changed in the future.]
[Required Subordinated Amount of Class C Notes	[Applicable required subordination percentage of Class C notes multiplied by the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes.][An amount equal to [•]% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes that are not providing credit enhancement to the Class A notes, plus 100% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes’ pro rata share of the Class A required subordinated amount of Class C notes for all Class A notes. See “The Notes—Required Subordinated Amount” for a discussion of the calculation of the Class B(20[•]-[•]) notes’ required subordinated amount of Class C notes, and the method by which that calculation may be changed in the future.]]
[Required Subordinated Percentage of Class C Notes	[•]%. However, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” for a discussion of the calculation of the applicable stated percentage and the method by which the applicable stated percentage may be changed in the future.]
[Required Subordinated Amount of Class D Notes	[Applicable required subordination percentage of Class D notes multiplied by the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes.][An amount equal to [•]% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes that are not providing credit enhancement to the Class A notes, plus 100% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes’ pro rata share of the Class A required subordinated amount of Class D notes for all Class A notes. See “The Notes—Required Subordinated Amount” for a discussion of the calculation of the Class B(20[•]-[•]) notes’ required subordinated amount of Class D notes, and the method by which that calculation may be changed in the future.][An amount equal to [•]% of the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes that are not providing credit enhancement to the Class A notes or the Class B notes, plus 100% of the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes’ pro rata share of the Class A required subordinated amount of Class D notes for all Class A notes, plus 100% of the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes’ pro rata share of the Class B required subordinated amount of Class D notes for all Class B notes. See “The Notes—Required Subordinated Amount” for a discussion of the calculation of the Class C(20[•]-[•]) notes’ required subordinated amount of Class D notes, and the method by which that calculation may be changed in the future.]]

2

[Required Subordinated Percentage of Class D Notes	[•]%. However, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” for a discussion of the calculation of the applicable stated percentage and the method by which the applicable stated percentage may be changed in the future.]
Accumulation Reserve Account Targeted Deposit	[0.5%] of the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes; provided, however, that if the Class [•](20[•]-[•]) notes require only one budgeted deposit to accumulate and pay the principal of the Class [•](20[•]-[•]) notes on the expected principal payment date, the accumulation reserve account targeted deposit will be zero. See “Prospectus Summary—WFCardSeries Accumulation Reserve Account” for a description of how the accumulation reserve account targeted deposit can be changed.
[Class C Reserve Account Targeted Deposit	Nominal liquidation amount of all [WFCardSeries notes multiplied by the applicable funding percentage.]]

[Funding Percentage	Three month average excess available funds	Funding %
	[•]% or greater	[•]%
	[•]% to [•]%	[•]%
	[•]% to [•]%	[•]%
	[•]% to [•]%	[•]%
	[•]% to [•]%	[•]%
	[•]% to [•]%	[•]%
	[•]% or less	[•]%

	Increases in the funding percentage will lead to a larger targeted deposit to the Class C reserve account, and therefore also to the related Class C reserve subaccount for the Class C(20[•]-[•]) notes. Funds on deposit in the Class C reserve subaccount will be available to cover shortfalls in interest and principal on the Class C(20[•]-[•]) notes. However, amounts on deposit in the Class C reserve subaccount may have been reduced due to withdrawals to cover shortfalls in interest or principal due in prior periods. In addition, the Class C reserve subaccount may not be fully funded if Available Funds after giving effect to prior required deposits are insufficient to make the full targeted deposit into the Class C reserve subaccount.]
[Excess Available Funds Percentage	Excess of Portfolio Yield over Base Rate. See “Prospectus Summary—WFCardSeries Class C Reserve Account.”]
[[Asset-Backed Securities][Other Interests] Not Offered	[Description of [asset backed securities][other interests] not offered by this prospectus.]]
Interest
Interest Rate	[London interbank offered rate for U.S. dollar deposits (“LIBOR”) for a [•]-month period (“[•]-month LIBOR”) as of each interest rate determination date plus][•]% per year [, provided that, upon the occurrence of a benchmark transition event and related benchmark replacement date as described in “Prospectus Summary—Interest Payments,” the interest

3

	rate will be the applicable benchmark replacement plus][[•]% per year]1
[Interest Rate Determination Dates	[•] [•], 20[•] for the period from and including the issuance date to but excluding [•] [•], 20[•], and for each interest accrual period thereafter, the date that is (i) while the applicable benchmark for determining the interest rate for the Class [•](20[•]-[•]) notes is [•]-month LIBOR, two London Business Days prior to the interest payment date on which such interest accrual period commences and (ii) at any other time, two Business Days prior to the interest payment date on which such interest accrual period commences.]
Distribution Dates	The [•]th day of each calendar month (or the next Business Day if the [•]th is not a Business Day)
[London Business Day	London, New York, New York, Wilmington, Delaware, Minneapolis, Minnesota and Charlotte, North Carolina banking day.]
Interest Accrual Method	[Actual][30]/360
Interest Accrual Periods	Each interest accrual period will begin on and include an interest payment date and end on but exclude the next interest payment date. However, the first interest accrual period will begin on and include the issuance date for the Class [•](20[•]-[•]) notes and end on but exclude the first interest payment date for the Class [•](20[•]-[•]) notes, [•] [•], 20[•].
Interest Payment Dates	Each distribution date starting on [•] [•], 20[•]
First Interest Payment Date	[•] [•], 20[•]
[First Interest Payment	$[•]]
Business Day	New York, New York, Minneapolis, Minnesota, Wilmington, Delaware, and Charlotte, North Carolina banking day.
Principal
Expected Principal Payment Date	[•] [•], 20[•]
Legal Maturity Date	[•] [•], 20[•]
Revolving Period End	Between 12 and 1 months prior to expected principal payment date.
Servicing Fee	2% of the average amount of principal receivables in the issuing entity during a monthly period.
[Derivative Agreement	The Class [•](20[•]-[•]) notes will have the benefit of an interest rate swap agreement (referred to as the derivative agreement) provided by [Name of Derivative Counterparty],

¹ LIBOR may be replaced with another benchmark index for floating rate tranches, in which case we will disclose the specific index that will be used to determine interest payments for floating rate tranches. The issuing entity will not issue and sell any LIBOR-based floating rate Class [•](20[•]-[•]) notes with a scheduled principal payment date that goes past the “Benchmark Replacement Date” as determined pursuant to the “ARRC Recommendation Regarding More Robust Fallback Language for New Issuances of LIBOR Securitizations.”

4

	as derivative counterparty. Under the derivative agreement, for each Transfer Date:
	●   the derivative counterparty will make a payment to the issuing entity, based on the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes, at a rate equal to [•]% per year; and ●   the issuing entity will make a payment to the derivative counterparty, based on the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes, at a rate not to exceed the benchmark (for the related interest accrual period) plus [•]% per year. For a more detailed discussion of the derivative agreement, see “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes.”]
[Derivative Counterparties	Add name, organizational form and general character of the business of any derivative counterparty to the extent required. Disclose other information regarding the derivative counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]
Early Redemption Events	Early redemption events applicable to the Class [•](20[•]-[•]) notes include the following: (i) the occurrence of the expected principal payment date for such notes; (ii) Funding becomes unable to transfer any receivable in accordance with the transfer agreement or WFBNA becomes unable to transfer such receivable to Funding in accordance with the receivables purchase agreement; (iii) the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended; (iv) each of the early redemption events listed in the indenture supplement, as described under “The Indenture—WFCardSeries Early Redemption Events” in this prospectus; (v) an Insolvency Event shall occur with respect to WFBNA; [and] (vi) an Insolvency Event shall have occurred with respect to Funding[; and (vii) specify any other early redemption event]. See “The Indenture—WFCardSeries Early Redemption Events” in this prospectus. [In addition to the events identified as early redemption events above, the occurrence of a derivative agreement termination will also be an early redemption event with respect to the Class [•](20[•]-[•]) notes. The occurrence of an early redemption event described in each of the clauses above [(other than clause (iii))] will be an accumulation event with respect to the Class [•](20[•]-[•]) notes. If an accumulation event occurs and an acceleration event has not occurred, principal payment on the

5

	Class [•](20[•]-[•]) notes will be made as scheduled on the expected principal payment date. See “The Class [•](20[•] —[•]) Notes—Early Redemption of Notes.” The occurrence of an early redemption event [other than clause (iii) above], or an event of default and acceleration with respect to the Class [•](20[•]-[•]) notes, will be an acceleration event with respect to the Class [•](20[•]-[•]) notes. If an acceleration event occurs, principal payments on the Class [•](20[•]-[•]) notes will be made on the third [London] Business Day following the distribution date occurring in each succeeding month until the Class [•](20[•]-[•]) termination date. See “The Class [•](20[•] —[•]) Notes—Early Redemption of Notes.”]
Events of Default	Events of default applicable to the Class [•](20[•]-[•]) notes include the following: (i) the issuing entity’s failure, for a period of 35 days, to pay interest upon such notes when such interest becomes due and payable; (ii) the issuing entity’s failure to pay the principal amount of such notes on the applicable legal maturity date; (iii) the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties, as discussed in this prospectus; and (iv) the occurrence of an insolvency event with respect to the issuing entity. See “The Indenture—Events of Default” in this prospectus. [In addition to the events identified as events of default above, the events of default applicable to the Class [•](20[•]-[•]) notes include: (i) following a derivative agreement termination, the issuing entity’s failure, for a period of 35 days, to deposit the applicable dollar interest payment into the interest funding subaccount for the Class [•](20[•]-[•]) notes on the applicable transfer date; and (ii) following a derivative agreement termination, the issuing entity’s failure to pay both (a) [currency] interest upon such notes when such [currency] interest becomes due and payable and (b) the principal amount of such notes on the legal maturity date. See “The Class [•](20[•]-[•]) Notes—Events of Default.”]
Optional Redemption	If the nominal liquidation amount is less than 5% of the highest outstanding dollar principal amount.
ERISA Eligibility	Yes, subject to important considerations described under “Benefit Plan Investors” in this prospectus (investors are cautioned to consult with their counsel). By purchasing the Class [•](20[•]-[•]) notes, each investor purchasing on behalf of employee benefit plans or individual retirement accounts will be deemed to certify that the purchase and subsequent holding of the notes by the investor would not cause a nonexempt prohibited transaction under ERISA and/or Section 4975 of the Internal Revenue Code.

6

Tax Treatment	Debt for U.S. federal income tax purposes, subject to important considerations described under “Federal Income Tax Consequences” in this prospectus (investors are cautioned to consult with their tax counsel).
[Stock Exchange Listing	The issuing entity will apply to list the Class [•](20[•]-[•]) notes on a stock exchange in Europe. The issuing entity cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained. To determine whether the Class [•](20[•]-[•]) notes are listed on a stock exchange you may contact the issuing entity c/o Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890-0001, telephone number: 302-636-6000.]
Clearing and Settlement	DTC/Clearstream/Euroclear

7

Prospectus Summary

This summary does not contain all the information you may need to make an informed investment decision. You should read this prospectus in its entirety before you purchase any notes.

Securities Offered

The issuing entity may periodically offer notes in one or more series, classes, or tranches. The notes will be issued pursuant to an indenture between the issuing entity and U.S. Bank National Association, as indenture trustee. Each series of notes will be issued pursuant to a supplement to the indenture between the issuing entity and the indenture trustee.

The issuing entity is offering only the Class [•](20[•]-[•]) notes by means of this prospectus. The Class [•](20[•]-[•]) notes are part of a series of notes called the WFCardSeries. As of the date of this prospectus, the WFCardSeries [will be][is] the only issued and outstanding series of the issuing entity. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes. The WFCardSeries [will consist][consists] of Class A notes, Class B notes, Class C notes, and Class D notes. The Class [•](20[•]-[•]) notes are a tranche of Class [•] notes of the WFCardSeries. When issued, the Class [•](20[•]-[•]) notes will be issued by, and obligations of, the issuing entity.

On the expected issuance date, the Class [•](20[•]-[•]) notes are expected to be the [•] tranche of Class [•] notes currently outstanding in the WFCardSeries.

Risk Factors

Investment in the Class [•](20[•]-[•]) notes involves risks, including business risks, legal and regulatory risks, and transaction structure risks, most of which could result in accelerated, delayed or reduced payments on your notes. We have summarized these risks below and described them more fully under the heading “Risk Factors,” beginning on page [__] in this prospectus. You should consider these risks carefully.

Business Risks Relating to WFBNA’s Credit Card Business

● The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections.

● WFBNA may be subject to cyber-attacks and other security breaches that could have a material adverse effect on its business and results of operations, including its ability to service its credit card accounts, originate new credit card accounts or generate new receivables.

● Competition in the credit card and consumer lending industry may result in a decline in WFBNA’s ability to generate new receivables.

● Payment patterns of cardholders may not be consistent over time.

● WFBNA may change the terms of the credit card accounts in a way that reduces or slows collections.

● Yield and payments on the receivables could decrease.

8

Insolvency and Security Interest Risks

● The conservatorship, receivership, bankruptcy or insolvency of WFBNA, the transferor, the issuing entity, or any of their affiliates, or of other parties to the transactions, could result in accelerated, delayed, or reduced payments to you.

● Some interests could have priority over the indenture trustee’s interest in the receivables.

● The indenture trustee may not have a perfected interest in collections and interchange commingled by each of, respectively, the servicer and WFBNA with its own funds.

Other Legal and Regulatory Risks

● WFBNA is subject to regulatory supervision and regulatory action could result in losses or delays in payment.

● Changes to consumer protection laws, including in their application or interpretation, may impede origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections.

● Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections.

● Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA.

● WFBNA, Funding and the issuing entity could be named as defendants in litigation, resulting in increased expenses and greater risk of loss on your notes.

● Certain EEA Regulated Investors are Subject to Due Diligence and Risk Retention Requirements Applicable to the Notes.

Transaction Structure Risks

● [Interest on your notes will be calculated using a reference rate other than [•]-month LIBOR if a Benchmark Transition Event and related Benchmark Replacement Date occur.]

● [The interest rate for your notes may be calculated using alternative methods if LIBOR is no longer quoted and may be calculated using a different benchmark if LIBOR is discontinued.]

● [Regulation, reform and the potential or actual discontinuation of “benchmarks,” including LIBOR, may adversely affect the value of, return on and trading market for your notes.]

● [The Benchmark Replacement is uncertain and may not be a suitable replacement for [•]-month LIBOR.]

● [The rate of interest on the Notes may be determined by reference to a Benchmark Replacement even if [•]-month LIBOR continues to be published.]

● [The Calculation Agent will make determinations with respect to your notes that could affect the value of and return on your notes.]

● [Interest on your notes will be calculated using alternative methods if [•]-month LIBOR is not quoted on a particular day and a Benchmark Transition Event and related Benchmark Replacement Date have not occurred.]

● [WFBNA or its affiliates may publish research regarding benchmark rates that could affect the market value of your notes.]

● [Negative benchmark rate would reduce the rate of interest on your notes.]

9

● The note interest rate and the receivables interest rate may reset at different times or fluctuate differently.

● Allocations of defaulted principal receivables and reallocation of Available Principal Amounts could result in a reduction in payment on your notes.

● Only some of the assets of the issuing entity are available for payments on any tranche of notes.

● Class B notes, Class C notes and Class D notes are subordinated and bear losses before Class A notes.

● Payment of Class B notes, Class C notes and Class D notes may be delayed or reduced due to the subordination provisions.

● Class A, Class B and Class C notes of the WFCardSeries can lose their subordination under some circumstances.

● Addition of credit card accounts to the issuing entity and attrition of credit card accounts and receivables from the issuing entity may decrease the credit quality of the assets securing the repayment of your notes.

● WFBNA may not be able to generate new receivables or designate new credit card accounts to the issuing entity when required by the transfer agreement.

● If representations and warranties relating to the receivables are breached, payments on your notes may be reduced.

● The objective of the asset representations review process is to independently identify noncompliance with a representation or warranty concerning the receivables but no assurance can be given as to its effectiveness.

● Issuance of additional notes may affect your voting rights and the timing and amount of payments to you.

● You may have limited or no ability to control actions under the indenture, transfer agreement, and servicing agreement. This may result in, among other things, payment of principal on your notes earlier or later than might otherwise have been in your interest.

● If an event of default occurs, your remedy options may be limited and you may not receive full payment of principal and accrued interest.

● [The derivative agreement can affect the amount of credit enhancement available to the Class [•](20[•]-[•]) notes.]

● [A payment default under the derivative agreement or a termination of the derivative agreement may result in early or reduced payment on the Class [•](20[•]-[•]) notes.]

● [Notwithstanding the existence of the derivative agreement, the occurrence of certain events may result in early payment on the Class [•](20[•]-[•]) notes.]

● [The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is not expected to be a comparable replacement for LIBOR.]

● [SOFR has a very limited history, and the future performance of SOFR cannot be predicted based on historical performance.]

● [SOFR may be more volatile than other benchmark or market rates.]

10

● [Any failure of SOFR to gain market acceptance could adversely affect the Class [•](20[•]-[•]) notes]

● [The secondary trading market for securities linked to SOFR may be limited.]

● [SOFR may be modified or discontinued.]

General Risk Factors

● There is no public market for the notes. As a result you may be unable to sell your notes or the price of the notes may suffer.

● You may not be able to reinvest any early redemption proceeds in a comparable security.

● If the ratings of the notes are lowered or withdrawn, their market value could decrease.

Issuing Entity

WF Card Issuance Trust, a Delaware statutory trust, is the issuing entity of the notes. The address of the issuing entity is WF Card Issuance Trust c/o Wilmington Trust, 1100 North Market Street, Wilmington, Delaware 19890. Its telephone number is 302-636-6000.

WF Card Funding, LLC is the beneficiary of the issuing entity.

The issuing entity’s assets primarily include receivables from certain unsecured revolving credit card accounts that meet the eligibility criteria for inclusion in the issuing entity. These eligibility criteria are discussed in “The Transfer Agreement—Addition of Issuer Assets.”

The credit card receivables in the issuing entity consist primarily of principal receivables and finance charge receivables. Finance charge receivables include periodic finance charges, cash advance fees, late charges and certain other fees billed to cardholders, annual membership fees, recoveries on receivables in Defaulted Accounts, and discount option receivables. Principal receivables include amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as cash advances, and all other fees billed to cardholders that are not considered finance charge receivables.

Funding may add additional receivables to the issuing entity at any time without limitation, provided the receivables are eligible receivables, Funding does not expect the addition to cause an Early Redemption Event, and, generally, the rating agencies confirm the ratings on the outstanding notes. Under certain limited circumstances, Funding may be required to add additional receivables to the issuing entity to maintain the minimum Transferor Interest or to maintain a minimum required amount of principal receivables in the issuing entity. More information on the conditions for additions can be found in “The Transfer Agreement—Addition of Issuer Assets.”

Funding may also remove receivables from the issuing entity provided Funding does not expect the removal to cause an Early Redemption Event and the rating agencies confirm the ratings on the outstanding notes. The amount of any such removal is limited by the conditions described in this prospectus. More information on the conditions for removals can be found in “The Transfer Agreement—Removal of Accounts.” In addition, if Funding breaches certain representations or warranties relating to the eligibility of receivables added to the issuing entity, Funding may be required to immediately remove those receivables from the issuing entity.

If the composition of the issuing entity changes over time due to Funding’s ability to add and remove receivables, noteholders will not be notified of that change. However, monthly reports containing certain information relating to the notes and the collateral securing the notes will be filed with the Securities and

11

Exchange Commission (the “SEC”). These reports will not be sent to noteholders. See “Where You Can Find More Information” for information as to how these reports may be accessed.

Funding

WF Card Funding, LLC (referred to as “Funding”), a limited liability company formed under the laws of Delaware and a direct subsidiary of WFBNA, is the transferor and depositor of the issuing entity. The address for Funding is 550 S. Tryon St Floor 10, D1086-103, Charlotte, NC 28202 and its telephone number is 866-263-3059. In addition, Funding is the beneficiary of the issuing entity. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WF Card Funding, LLC.”

WFBNA and Affiliates

Wells Fargo Bank, National Association (referred to as “WFBNA”) is a national banking association. The address of WFBNA’s principal offices is 550 S. Tryon St Floor 10, D1086-102, Charlotte, NC 28202. Its telephone number is 866-570-3439.

WFBNA originates and owns credit card accounts from which receivables in accounts designated for inclusion in the issuing entity are sold to Funding for inclusion in the issuing entity.

WFBNA is also the servicer and the calculation agent for the issuing entity and is therefore responsible for servicing the credit card receivables in the issuing entity and for directing the issuing entity with respect to various administrative functions. WFBNA may delegate certain of its servicing and calculation agent functions to an affiliate of WFBNA or third parties. However, notwithstanding that delegation, WFBNA would remain obligated to service the receivables in the issuing entity and perform the duties of calculation agent.

WFBNA is also the paying agent and the note registrar for the issuing entity and, in its capacity as paying agent, WFBNA invests funds in the issuing entity accounts at the written direction of the issuing entity and is responsible for making payments to noteholders. In its capacity as note registrar, WFBNA authenticates, cancels and otherwise administers the notes. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WFBNA and Affiliates.”

Wells Fargo Securities, LLC, one of the underwriters of the Class [•](20[•]-[•]) notes, is an affiliate of WFBNA, Funding and the issuing entity. See “Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds).”

Indenture Trustee

U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, is the indenture trustee under the indenture for the notes.

Under the terms of the indenture, the role of the indenture trustee is limited. See “The Indenture—Indenture Trustee” and “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—U.S. Bank National Association.”

Owner Trustee

Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, is the owner trustee of the issuing entity. Under the terms of the trust agreement, the role of the owner trustee is limited. See “Transaction Parties; Legal Proceedings;

12

Affiliations, Relationships and Related Transactions—WF Card Issuance Trust” and “—Wilmington Trust, National Association.”

Asset Representations Reviewer

Clayton Fixed Income Services LLC, a Delaware limited liability company, is the asset representations reviewer under the asset representations review agreement. The asset representations reviewer may not delegate or subcontract its obligations under the asset representations review agreement without the consent of WFBNA, the transferor and the servicer. Any such delegation or subcontracting to which WFBNA, the transferor and the servicer have consented would not, however, relieve the asset representations reviewer of its liability and responsibility with respect to such obligations. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—Clayton Fixed Income Services LLC.”

13

Parties, Transferred Assets and Operating Documents

14

Series, Classes and Tranches of Notes

The notes will be issued in series. Each series is secured by a shared security interest in the collateral held by the issuing entity, which includes, without limitation: (i) the receivables assets held by the issuing entity, (ii) the collection account, and (iii) the excess funding account. It is expected that most series will consist of multiple classes. A class designation determines the relative seniority for receipt of cash flows and funding of uncovered Investor Default Amounts allocated to the related series of notes. For example, subordinated classes of notes provide credit enhancement for senior classes of notes in the same series.

Some series of notes will be multiple tranche series, meaning that they may have classes consisting of multiple tranches. Tranches of notes within a class may be issued on different dates and have different stated principal amounts, rates of interest, interest payment dates, expected principal payment dates, legal maturity dates and other material terms.

In a multiple tranche series, the expected principal payment dates and the legal maturity dates of the senior and subordinated classes of such series may be different. As such, certain subordinated tranches of notes may have expected principal payment dates and legal maturity dates earlier than some or all of the senior notes of such series. However, subordinated notes will not be repaid before their legal maturity dates, unless, after payment, the remaining subordinated notes provide the required enhancement for the senior notes. In addition, senior notes will not be issued unless, after issuance, there are enough outstanding subordinated notes to provide the required subordinated amount for the senior notes. See “The Notes—Issuances of New Series, Classes and Tranches of Notes.”

Some series may not be multiple tranche series. For these series, there will be only one tranche per class and each class will generally be issued on the same date. The expected principal payment dates and legal maturity dates of the subordinated classes of such a series will either be the same as or later than those of the senior classes of that series.

WFCardSeries Notes

The Class [•](20[•]-[•]) notes are part of the WFCardSeries. The WFCardSeries is a multiple tranche series. Each class of notes in the WFCardSeries may consist of multiple tranches. Whenever a “class” of notes is referred to in this prospectus, it includes all tranches of that class of notes, unless the context otherwise requires. Notes of any tranche can be issued on any date so long as there is sufficient credit enhancement on that date, either in the form of outstanding subordinated notes or other forms of credit enhancement. See “The Notes—Issuances of New Series, Classes and Tranches of Notes.” The expected principal payment dates and legal maturity dates of tranches of senior and subordinated classes of the WFCardSeries may be different. Therefore, subordinated notes may have expected principal payment dates and legal maturity dates earlier than some or all of the senior notes of the WFCardSeries. Subordinated notes will generally not be paid before their legal maturity date unless, after payment, the remaining outstanding subordinated notes provide the credit enhancement required for the senior notes.

In general, the subordinated notes of the WFCardSeries serve as credit enhancement for all of the senior notes of the WFCardSeries, regardless of whether the subordinated notes are issued before, at the same time as, or after the senior notes of the WFCardSeries. However, certain tranches of senior notes may not require subordination from each class of notes subordinated to it. For example, if a tranche of Class A notes requires credit enhancement solely from Class C notes and Class D notes, the Class B notes will not, in that case, provide credit enhancement for that tranche of Class A notes. The amount of credit exposure of any particular tranche of notes is a function of, among other things, the total amount of notes issued, the required subordinated amount, the amount of usage of the required subordinated amount and the amount on deposit in the senior tranches’ principal funding subaccounts.

15

As of the issuance date for your notes, the WFCardSeries [will be][is] the only issued and outstanding series of the issuing entity. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes. Other series, classes and tranches of notes, including other tranches of notes that are included in the WFCardSeries, may be issued by the issuing entity in the future without the consent of, or prior notice to, any noteholders.

Interest Payments

Interest on the Class [•](20[•]-[•]) notes will begin to accrue on the issuance date for the Class [•](20[•]-[•]) notes and will be calculated on the basis of a 360-day year [and the actual number of days in the related interest accrual period][consisting of twelve 30-day months]. Each interest accrual period will begin on and include an interest payment date and end on but exclude the next interest payment date. However, the first interest accrual period will begin on and include the issuance date for the Class[•](20[•]-[•]) notes and end on but exclude the first interest payment date for the Class [•](20[•]-[•]) notes, [•] [•], 20[•].

Interest on the Class [•](20[•]-[•]) notes for any interest payment date will equal [one-twelfth of] the product of:

● the Class [•](20[•]-[•]) note interest rate [for the applicable interest accrual period]; multiplied by

● [the actual number of days in the related interest accrual period divided by 360; multiplied by]

● the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes as of the related record date[.][;]

[provided, however, that for the first interest payment date the amount of interest due is [•].]

[The payment of interest on the Class A(20[•]-[•]) notes on any payment date is senior to the payment of interest on Class B notes, Class C notes and Class D notes of the WFCardSeries on that date.][The payment of interest on the Class B(20[•]-[•]) notes on any payment date is senior to the payment of interest on Class C notes and Class D notes of the WFCardSeries on that date.][The payment of interest on the Class C(20[•]-[•]) notes on any payment date is senior to the payment of interest on Class D notes of the of the WFCardSeries on that date.] Generally, no payment of interest will be made on any Class B WFCardSeries note until the required payment of interest has been made to all Class A WFCardSeries notes. Likewise, generally, no payment of interest will be made on any Class C WFCardSeries note until the required payment of interest has been made to all Class A and Class B WFCardSeries notes. And likewise, generally, no payment of interest will be made on any Class D WFCardSeries note until the required payment of interest has been to all Class A, Class B and Class C WFCardSeries notes. However, funds on deposit in the Class C reserve account will be available only to holders of Class C notes to cover shortfalls of interest on Class C notes on any payment date. [The Class B(20[•]-[•]) notes generally will not receive interest payments on any payment date until the Class A notes have received their full interest payment on that date.][The Class C(20[•]-[•]) notes generally will not receive interest payments on any payment date until the Class A notes and Class B notes have received their full interest payment on that date.]

The issuing entity will pay interest on the Class [•](20[•]-[•]) notes solely from the portion of WFCardSeries Available Funds and from other amounts that are available to the Class [•](20[•]-[•]) notes under the indenture and the WFCardSeries indenture supplement after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the interest on the Class [•](20[•]-[•]) notes,

16

Class [•](20[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, WFBNA, Funding or any other person or entity for the payment of interest on those notes.

Interest on the Class [•](20[•]-[•]) notes will initially accrue at [a floating rate based on a “benchmark” equal to the London interbank offered rate for U.S. dollar deposits (“LIBOR”) for a [•]-month period (“[•]-month LIBOR”) plus a spread as][the fixed rate] specified on the cover page of this prospectus. [[•]-month LIBOR is described below under the heading “—[•]-month LIBOR.” However, upon the issuance of certain announcements or publications by relevant authoritative organizations to the effect that a benchmark will no longer be published or that it is otherwise no longer an appropriate or reliable benchmark, a benchmark transition event and related benchmark replacement date will occur. If a benchmark transition event and related benchmark replacement date occur, then interest on the Class[•](20[•]-[•]) notes thereafter will be determined not by reference to [•]-month LIBOR plus the specified spread but instead by reference to a benchmark replacement such as Term SOFR, Compounded SOFR or others listed in the definition of “Benchmark Replacement” in the glossary plus the specified spread, and, in connection with the implementation of the applicable benchmark replacement, the calculation agent will have the right from time to time to make benchmark replacement conforming changes as set forth below under the heading “—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date.”]

[[•]-month LIBOR

For any interest accrual period, the term “[•]-month LIBOR” means the London interbank offered rate for deposits in U.S. dollars (“LIBOR”) for a [•] month period commencing on the first day of the applicable interest accrual period, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the relevant interest rate determination date. If no such offered rate appears on Reuters screen page “LIBOR01” on the relevant interest rate determination date at approximately 11:00 a.m., London time, then the calculation agent will select four major banks in the London interbank market, and the calculation agent will request each such bank to provide a quotation of the rate at which [•]-month deposits in U.S. dollars in amounts of at least $1,000,000 commencing on the first day of the interest accrual period relating to such interest rate determination date are offered by it to prime banks in the London interbank market, at approximately 11:00 a.m., London time, on that interest rate determination date. If at least two quotations are provided, [•]-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001%) of the quotations provided. If fewer than two quotations are provided, the calculation agent will select three major banks in New York City, and the calculation agent will request each of such banks to provide a quotation of the rate offered by it at approximately 11:00 a.m. New York City time, on the interest rate determination date for loans in U.S. dollars to leading European banks for a [•]-month period for the applicable interest accrual period in an amount of at least $1,000,000. If three quotations are provided, [•]-month LIBOR will be the arithmetic average of the quotations provided. Otherwise, [•]-month LIBOR for the applicable interest accrual period will be equal to [•]-month LIBOR in effect for the then-current interest accrual period.

Notwithstanding the foregoing paragraph, if the calculation agent determines on or prior to a relevant interest rate determination date that a benchmark transition event and related benchmark replacement date have occurred with respect to [•]-month LIBOR, then the provisions set forth below under the heading “—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to herein as the “benchmark transition provisions,” will thereafter apply to all determinations of the rate and amounts of interest payable on the Class [•](20[•]-[•]) notes. In accordance with the benchmark transition provisions, after a benchmark transition event and related benchmark replacement date have occurred, the amount of interest that will be payable for each interest accrual period on the Class [•](20[•]-[•]) notes will be determined by reference to a rate per annum equal to the benchmark replacement plus a spread as specified on the cover page of this prospectus.

17

For the avoidance of doubt, none of the indenture trustee, the paying agent or the note registrar shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any benchmark transition event or benchmark replacement date, (ii) to select, determine or designate any alternative reference rate or benchmark replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any benchmark replacement adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the foregoing.

Additionally, none of the indenture trustee, the paying agent or the note registrar shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in the transaction documents as a result of the unavailability of LIBOR (or other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the calculation agent, in providing any direction, instruction, notice or information required or contemplated by the terms of the transaction documents and reasonably required for the performance of such duties.

Additional Information about SOFR

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York (the “FRBNY”), as the administrator of SOFR, (or a successor administrator) on the FRBNY’s Website. As further described in this prospectus, the rate of interest on the Class [•](20[•]-[•]) notes will, in the circumstances described in this prospectus, be determined by reference to either a Term SOFR or Compounded SOFR.

In general, the following discussion relating to SOFR is based on information available on the FRBNY’s Website. SOFR is published by the FRBNY and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by the FRBNY to remove a portion of the foregoing transactions considered to be “specials.” According to the FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security.

The FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC.

If data for a given market segment were unavailable for any day, then the most recently available data for that segment would be utilized, with the rates on each transaction from that day adjusted to account for any change in the level of market rates in that segment over the intervening period. SOFR would be calculated from this adjusted prior day’s data for segments where current data were unavailable, and unadjusted data for any segments where data were available. To determine the change in the level of market rates over the intervening period for the missing market segment, the FRBNY would use information collected through a daily survey conducted by its trading desk of primary dealers’ repo borrowing activity. Such daily survey

18

would include information reported by Wells Fargo Securities, LLC, the issuing entity’s affiliate, as a primary dealer.

The FRBNY currently publishes SOFR daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. The FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

Each U.S. government securities business day, the FRBNY publishes SOFR on its website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously not been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around this time. Rate revisions will only be effected on the same day as initial publication and will only be republished if the change in the rate exceeds one basis point. Any time a rate is revised, a footnote to the FRBNY’s publication would indicate the revision. This revision threshold will be reviewed periodically by the FRBNY and may be changed based on market conditions.

SOFR is published by the FRBNY based on data received from other sources, and the issuing entity has no control over its determination, calculation or publication.

The FRBNY started publishing SOFR in April 2018. The FRBNY also has published historical indicative Secured Overnight Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors should not rely on such historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR.

Neither the FRBNY’s Website, nor any of the information or materials available thereon, are incorporated by reference into this prospectus.

Effect of a Benchmark Transition Event and Related Benchmark Replacement Date

Benchmark Replacement. The calculation agent will establish reasonable procedures to monitor the occurrence of benchmark transition events. The calculation agent will determine if a benchmark transition event has occurred and its related benchmark transition date. If the calculation agent determines that a benchmark transition event and its related benchmark replacement date have occurred prior to the reference time in respect of any determination of the benchmark on any date, the calculation agent will determine the benchmark replacement according to the definition of “Benchmark Replacement” in the glossary and the benchmark replacement adjustment according to the definition of “Benchmark Replacement Adjustment” in the glossary and the benchmark replacement will replace the then-current benchmark for all purposes relating to the Class [•](20[•]-[•]) notes in respect of such determination on such date and all determinations on all subsequent dates.

Benchmark Replacement Conforming Changes. In connection with the implementation of a benchmark replacement, the calculation agent will have the right to make benchmark replacement conforming changes from time to time. Any amendments implementing benchmark replacement conforming changes will become effective on notice without any further action or consent of any other party.

19

Decisions and Determinations. Any determination, decision or election that may be made by the calculation agent pursuant to the benchmark transition provisions set forth herein, including, but not limited to, determinations with respect to benchmark replacement conforming changes, and any decision to take or refrain from taking any action or any selection:

● will be conclusive and binding absent manifest error;

● will be made in its sole discretion; and

● notwithstanding anything to the contrary in the transaction documents or the Class [•](20[•]-[•]) notes, will become effective without consent from the holders of the Class [•](20[•]-[•]) notes or any other party.

None of the issuing entity, servicer, transferor, the indenture trustee, the paying agent, the note registrar or the calculation agent shall have any liability for any determination, decision or election made on or behalf of the calculation agent or the issuing entity in connection with a benchmark transition event or a benchmark replacement. In addition, the calculation agent may designate another entity (which may be the calculation agent’s affiliate) to make any determination, decision or election that the calculation agent has the right to make in connection with the benchmark transition provisions set forth in this prospectus. Each holder of the Class [•](20[•]-[•]) notes, by its acceptance of a Class [•](20[•]-[•]) note or a beneficial interest in a Class [•](20[•]-[•]) note, will be deemed to waive and release any and all claims against the issuing entity, servicer, transferor, the indenture trustee, the paying agent, the note registrar or the calculation agent relating to any such determination, decision or election.]

Expected Principal Payment Date and Legal Maturity Date

It is expected that the issuing entity will pay the stated principal amount of each note in one payment on that note’s expected principal payment date. The expected principal payment date of a note is generally [•] months before its legal maturity date. The legal maturity date is the date on which a note is legally required to be fully paid in accordance with its terms. The issuing entity will generally be obligated to pay the stated principal amount of a note on its expected principal payment date, or upon the occurrence of an early redemption event or event of default and acceleration or other optional or mandatory redemption, only to the extent that funds are available for that purpose and only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series. The remedies a noteholder may exercise following an event of default and acceleration or on the legal maturity date are described in “The Indenture—Events of Default Remedies” and “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

[Payments of principal on the Class A(20[•]-[•]) notes are not subordinated to any other notes.][Payments of principal on the Class B(20[•]-[•]) notes are subordinated to payments of principal on the WFCardSeries Class A notes.][Payments of principal on the Class C(20[•]-[•]) notes are subordinated to payments of principal on the WFCardSeries Class A notes and the WFCardSeries Class B notes.][See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Allocation to Principal Funding Subaccounts” for a detailed discussion of the subordination of interest and principal payments for the Class B notes, Class C notes and Class D notes of the WFCardSeries.]

The issuing entity expects to pay the stated principal amount of the Class [•](20[•]-[•]) notes in one payment on the expected principal payment date specified on the cover page of this prospectus, and is obligated to do so if funds are available for that purpose [and not required for subordination]. If the stated principal amount of the Class [•](20[•]-[•]) notes is not paid in full on the expected principal payment date due to insufficient funds [or insufficient credit enhancement], noteholders will generally not have any remedies against the issuing entity until the legal maturity date of the Class [•](20[•]-[•]) notes.

20

In addition, if the stated principal amount of the Class [•](20[•]-[•]) notes is not paid in full on the expected principal payment date, then an early redemption event will occur for the Class [•](20[•]-[•]) notes and [, subject to the principal payment rules described under “—Subordination,” “—WFCardSeries Credit Enhancement” and “—WFCardSeries Required Subordinated Amount” below,] principal and interest payments on the Class [•](20[•]-[•]) notes will be made monthly until they are paid in full or until the legal maturity date occurs, whichever is earlier.

Principal of the Class [•](20[•]-[•]) notes will begin to be paid earlier than the expected principal payment date if any other early redemption event or an event of default and acceleration occurs for the Class [•](20[•]-[•]) notes. See “The Notes—Early Redemption of Notes,” “The Indenture—Early Redemption Events” and “—Events of Default” in this prospectus.

The issuing entity will pay principal on the Class [•](20[•]-[•]) notes solely from the portion of WFCardSeries Available Principal Amounts and from other amounts which are available to the Class [•](20[•]-[•]) notes under the indenture and the WFCardSeries indenture supplement after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the principal of the Class [•](20[•]-[•]) notes, Class [•](20[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, Funding, WFBNA or any other person or entity for the payment of principal on those notes.

Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes

Each note has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount.

● Stated Principal Amount. The stated principal amount of a note is the amount that is stated on the face of the note to be payable to the holder. It can be denominated in U.S. dollars or a foreign currency.

● Outstanding Dollar Principal Amount. For U.S. dollar notes, the outstanding dollar principal amount is the same as the initial dollar principal amount of the notes, less principal payments to noteholders. For foreign currency notes, the outstanding dollar principal amount is the U.S. dollar equivalent of the initial dollar principal amount of the notes, less dollar payments to derivative counterparties for principal.

In addition, the Class [•](20[•]-[•]) notes will, and other notes may, have an Adjusted Outstanding Dollar Principal Amount. The Adjusted Outstanding Dollar Principal Amount is the same as the outstanding dollar principal amount, less any funds on deposit in the principal funding subaccount for that note.

● Nominal Liquidation Amount. The nominal liquidation amount of a WFCardSeries note is a U.S. dollar amount based on the outstanding dollar principal amount of the note, but after deducting:

– that note’s share of reallocations of Available Principal Amounts used to pay interest on senior classes of notes or the portion of any shortfalls on the servicing fee that are allocated to its series;

– that note’s share of charge-offs resulting from uncovered Investor Default Amounts for the WFCardSeries; and

– amounts on deposit in the principal funding subaccount for that note;

21

and adding back all reimbursements from Excess Available Funds allocated to that note of (i) reallocations of Available Principal Amounts used to pay interest on senior classes of notes or the servicing fee or (ii) charge-offs resulting from uncovered Investor Default Amounts for the WFCardSeries. Excess Available Funds are Available Funds that remain after the payment of interest and other required payments for the notes.

The nominal liquidation amount of a note corresponds to the portion of the principal receivables that are allocated to support that note.

The aggregate nominal liquidation amount of all of the notes is equal to the portion of the principal receivables that are allocated to support all series of notes. Anything that increases or decreases the aggregate nominal liquidation amount of the notes will also increase or decrease the Aggregate Investor Percentage of the principal receivables that are allocated to support all series of notes.

Upon a sale of credit card receivables held by the issuing entity (i) following the insolvency of Funding, (ii) following an event of default and acceleration for a note, or (iii) on a note’s legal maturity date, each as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” the nominal liquidation amount of a note will be reduced to zero.

For a detailed discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount.”

Subordination

Payment of principal of and interest on subordinated classes of notes will be subordinated to the payment of principal of and interest on senior classes of notes, except to the extent provided in this prospectus. [The Class A notes, including the Class A(20[•]-[•]) notes, will not be subordinated to any other WFCardSeries notes.][The Class B(20[•]-[•]) notes will be subordinated to the Class A WFCardSeries notes.][The Class C(20[•]-[•]) notes will be subordinated to the Class A and Class B WFCardSeries notes.]

Available Principal Amounts allocable to subordinate classes of WFCardSeries notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] may be reallocated to pay interest on [the Class A WFCardSeries notes][the Class A WFCardSeries notes and the Class B WFCardSeries notes][the Class A WFCardSeries notes, the Class B WFCardSeries notes and the Class C WFCardSeries notes] or a portion of the servicing fee allocable to the WFCardSeries. In addition, the nominal liquidation amount of a subordinated class of WFCardSeries notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] will generally be reduced for charge-offs resulting from uncovered Investor Default Amounts for the WFCardSeries prior to any reductions in the nominal liquidation amount of the senior classes of the WFCardSeries. While in a multiple tranche series (including the WFCardSeries) charge-offs from uncovered Investor Default Amounts allocable to the series initially will be allocated to each tranche pro rata, these charge-offs will then be reallocated from tranches in the senior classes to tranches in the subordinated classes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] to the extent credit enhancement in the form of subordination is still available to such senior tranches.

In addition, Available Principal Amounts are first utilized to fund targeted deposits to the principal funding subaccounts of senior classes before being applied to the principal funding subaccounts of the subordinated classes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes].

22

In a multiple tranche series (including the WFCardSeries), subordinated notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes [such as the Class D(20[•]-[•]) notes]] that reach their expected principal payment date, or that have an early redemption event, event of default or other optional or mandatory redemption, will not be paid to the extent that those notes are necessary to provide the required subordination for senior classes of notes of the same series. If a tranche of subordinated notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] cannot be paid because of the subordination provisions of its respective indenture supplement, prefunding of the principal funding subaccounts for the senior notes of the same series will begin, as described in this prospectus (in the case of the WFCardSeries) and in the related prospectus (in the case of other multiple tranche series). See “The Notes—Principal.” After that time, the subordinated notes will be paid only to the extent that:

● the principal funding subaccounts for the senior classes of notes of that series are prefunded in an amount such that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination;

● new tranches of subordinated notes of that series are issued so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination;

● enough notes of senior classes of that series are repaid so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination; or

● the subordinated notes reach their legal maturity date.

On the legal maturity date of a tranche of notes, Available Principal Amounts, if any, allocable to that tranche and proceeds from any sale of receivables will be paid to the noteholders of that tranche, even if payment would reduce the amount of available subordination below the required subordination for the senior classes of that series.

WFCardSeries Credit Enhancement

Credit enhancement for the WFCardSeries notes generally will be provided through subordination. [Credit enhancement for the Class A(20[•]-[•]) notes will be provided through subordination of the Class B, Class C and Class D WFCardSeries notes][Credit enhancement for the Class B(20[•]-[•]) notes will be provided through subordination of the Class C and Class D WFCardSeries notes][Credit enhancement for the Class C(20[•]-[•]) notes will be provided by the Class D WFCardSeries notes and the Class C reserve account.] The amount of subordination available to provide credit enhancement to any tranche of WFCardSeries notes is limited to its available subordinated amount of each class or tranche of WFCardSeries notes that is subordinated to it. Each senior tranche of WFCardSeries notes has access to credit enhancement from those subordinated notes only in an amount not exceeding its required subordinated amount of those notes minus the amount of usage of that required subordinated amount. “Usage” refers to the amount of the required subordinated amount of a class of WFCardSeries notes actually utilized by a senior tranche of WFCardSeries notes due to losses relating to charged-off receivables and the application of subordinated WFCardSeries notes’ principal allocations to pay interest on senior classes and servicing fees. Losses that increase usage may include (i) losses relating to charged-off receivables that are allocated directly to a class of subordinated WFCardSeries notes, (ii) losses relating to usage of available subordinated amounts by another class of WFCardSeries notes that shares credit enhancement from those subordinated WFCardSeries notes, which are allocated proportionately to the senior WFCardSeries notes supported by those subordinated WFCardSeries notes, and (iii) losses reallocated to

23

the subordinated WFCardSeries notes from the applicable tranche of senior WFCardSeries notes. Usage may be reduced in later months if amounts are available to reimburse losses or to reinstate other amounts reallocated from the subordinated WFCardSeries notes. The required subordinated amount of a class of subordinated WFCardSeries notes less its usage equals the remaining available subordinated amount of that class of subordinated WFCardSeries notes, which we refer to as the unused subordinated amount for that tranche of notes. See “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” and “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series” for more information regarding required subordinated amount, usage, and available subordinated amounts. If the available subordinated amount for any tranche of WFCardSeries notes has been reduced to zero, losses that otherwise would have been reallocated to subordinated notes will be borne by that tranche of WFCardSeries notes. The nominal liquidation amount of those notes will be reduced by the amount of losses allocated to those notes, and it is unlikely that those notes will receive their full payment of principal.

[Subordinated classes of WFCardSeries notes generally will not receive interest payments on any payment date until the senior classes of WFCardSeries notes, including the Class A(20[•]-[•]) notes, have received their full interest payment on such date.][The Class B(20[•]-[•]) notes generally will not receive interest payments on any payment date until the Class A notes of the WFCardSeries have received their full interest payment on such date.][The Class C(20[•]-[•]) notes will generally not receive interest payments on any payment date until the Class A notes and the Class B notes of the WFCardSeries have received their full interest payment on such date.] Available Principal Amounts allocable to the subordinated classes of WFCardSeries notes may be applied to make interest payments on the senior classes of WFCardSeries notes or to pay a portion of the servicing fee allocable to the WFCardSeries. Available Principal Amounts remaining on any payment date after any reallocations for interest on the senior classes of notes or for a portion of the servicing fee allocable to the WFCardSeries will be first applied to make targeted deposits to the principal funding subaccounts of senior classes of WFCardSeries notes on such date before being applied to make required deposits to the principal funding subaccounts of the subordinated classes of WFCardSeries notes on such date.

In addition, principal payments on subordinated classes of WFCardSeries notes are subject to the principal payment rules described below in “—WFCardSeries Required Subordinated Amount.”

WFCardSeries Required Subordinated Amount

In order to issue a senior class of WFCardSeries notes, the required subordinated amount of subordinated notes must be outstanding and available on the issuance date. Generally, the required subordinated amount of a subordinated class of WFCardSeries notes for any date is an amount equal to a stated percentage of the Adjusted Outstanding Dollar Principal Amount of the senior tranche of notes for such date. Generally, the required subordinated amount for a tranche of Class A WFCardSeries notes is equal to a stated percentage of the Adjusted Outstanding Dollar Principal Amount of that tranche of Class A notes. The Class B required subordinated amount of Class C notes and of Class D notes for each tranche of Class B WFCardSeries notes is equal to a percentage of its Adjusted Outstanding Dollar Principal Amount. However, the Class B required subordinated amount of Class C notes and Class D notes for any tranche of Class B WFCardSeries notes may be adjusted to reflect its pro rata share of the portion of the Adjusted Outstanding Dollar Principal Amount of all Class B WFCardSeries notes which is not providing credit enhancement to the Class A WFCardSeries notes. Similarly, the Class C required subordinated amount of Class D notes for each tranche of Class C WFCardSeries notes is equal to a percentage of its Adjusted Outstanding Dollar Principal Amount. However, the Class C required subordinated amount of Class D notes for any tranche of Class C WFCardSeries notes may be adjusted to reflect its pro rata share of the portion of the Adjusted Outstanding Dollar Principal Amount of all Class C WFCardSeries notes which is not providing credit enhancement to the Class A WFCardSeries notes and the Class B WFCardSeries notes.

24

The required subordinated amount for any tranche of WFCardSeries notes will generally be determined as depicted in the chart “WFCardSeries Required Subordinated Amount” below. [Initially, for the Class A(20[•]-[•]) notes, the required subordinated amount of Class B notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes, the required subordinated amount of Class C notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A (20[•]-[•]) notes, and the required subordinated amount of Class D notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes. The issuing entity may change any of these percentages as described further below in this section of the prospectus.]

[The required subordinated amount of Class C notes for each tranche of Class B WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class C notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes. For the Class B(20[•]-[•]) notes, the required subordinated amount of Class C notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes multiplied by the sum of:

(i) the Class A required subordinated amount of Class C notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes; plus

(ii) [•]% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes minus the required subordinated amount of Class B notes for all Class A WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes.

Therefore, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class C notes can increase if the share of the Class B(20[•]-[•]) notes that corresponds to the Class C notes providing credit enhancement to Class A WFCardSeries notes increases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes increases. Similarly, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class C notes can decrease (but will never be less than [•]% of its adjusted outstanding dollar principal amount) if the share of the Class B(20[•]-[•]) notes that corresponds to the Class C notes providing credit enhancement to Class A WFCardSeries notes decreases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes decreases.

For a further description of how to calculate the Class B required subordinated amount of Class C notes for the Class B(20[•]-[•]) notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”]

[The required subordinated amount of Class D notes for each tranche of Class B WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes. For the Class B(20[•]-[•]) notes, the required subordinated amount of Class D notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes multiplied by the sum of:

(i) the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes divided by

25

the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes; plus

(ii) [•]% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes minus the required subordinated amount of Class B notes for all Class A WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes.

Therefore, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class D notes can increase if the share of the Class B(20[•]-[•]) notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes increases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes increases. Similarly, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class D notes can decrease (but will never be less than [•]% of its adjusted outstanding dollar principal amount) if the share of the Class B(20[•]-[•]) notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes decreases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes decreases.

For a further description of how to calculate the Class B required subordinated amount of Class D notes for the Class B(20[•]-[•]) notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”]

[The required subordinated amount of Class D notes for each tranche of Class C WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class C WFCardSeries, its pro rata share of the Class B required subordinated amount of Class D notes for all Class B WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class C WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes or the Class B WFCardSeries notes. For the Class C(20[•]-[•]) notes, the required subordinated amount of Class D notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes multiplied by the sum of:

(i) the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes; plus

(ii) the Class B required subordinated amount of Class D notes for all Class B WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes; plus

(iii) [•]% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes minus the sum of the required subordinated amount of Class C notes for all Class A WFCardSeries notes and the required subordinated amount of Class C notes for all Class B WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes.

Therefore, for the Class C(20[•]-[•]) notes, the required subordinated amount of Class D notes can increase if the share of the Class C(20[•]-[•]) notes that corresponds to the Class D notes providing credit

26

enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes increases, or if the share of the Class C(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes increases. Similarly, for the Class C(20[•]-[•]) notes, the required subordinated amount of Class D notes can decrease (but will never be less than [•]% of its adjusted outstanding dollar principal amount) if the share of the Class C(20[•]-[•]) notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes decreases, or if the share of the Class C(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes decreases.

For a further description of how to calculate the Class C required subordinated amount of Class D notes for the Class C(20[•]-[•]) notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”

The issuing entity may change the required subordinated amount and related stated percentages for any tranche of notes at any time, without the consent of any noteholders, so long as the issuing entity has (i) satisfied the Rating Agency Condition with respect to the change in the required subordinated amount, and (ii) delivered to the indenture trustee and the rating agencies an issuing entity tax opinion, as described under “The Indenture—Tax Opinions for Amendments.”

[Notwithstanding the foregoing, for the Class A(20[•]-[•]) notes, the issuing entity may also change any of the stated percentages related to the required subordinated amount so long as the sum of such stated percentages for the Class A(20[•]-[•]) notes after giving effect to such change is equal to or greater than the sum of such stated percentages for the Class A(20[•]-[•]) notes immediately prior to giving effect to such change, and provided that such change will not result in a shortfall in the available subordinated amount for any tranche of WFCardSeries notes. Any such change to such stated percentages satisfying the condition set forth in the immediately preceding sentence may be implemented without the consent of or notice to any noteholders and without the consent of any note rating agency (but with prior written notice to Moody’s (if Moody’s is a Note Rating Agency at such time).]

For a more detailed description of how to calculate the required subordinated amount of any tranche of WFCardSeries notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”]

Limit on Repayment of All Notes

You may not receive full repayment of your Class [•](20[•]-[•]) notes if:

● the nominal liquidation amount of your Class [•](20[•]-[•]) notes has been reduced by charge-offs due to uncovered Investor Default Amounts for the WFCardSeries [or as a result of reallocations of Available Principal Amounts to pay interest on senior classes of notes or a portion of the servicing fee, and those amounts have not been reimbursed from Available Funds]; or

● receivables are sold (i) following the insolvency of Funding, (ii) following an event of default and acceleration or (iii) on the legal maturity date, and the proceeds from the sale of receivables, plus any available amounts on deposit in the applicable subaccounts allocable to your notes are insufficient.

27

Sources of Funds to Pay the Notes

The issuing entity will have the following sources of funds to pay principal of and interest on the notes (including the Class [•](20[•]-[•]) notes):

● Collections of Credit Card Receivables. Currently, the issuing entity owns primarily receivables arising in selected Visa and American Express revolving credit card accounts. In the future, the issuing entity could also own receivables arising in selected revolving credit card accounts of one or more other major card payment networks, including Mastercard. Funding has transferred, and will continue to transfer, such credit card receivables to the issuing entity in accordance with the terms of the transfer agreement. The issuing entity will therefore receive collections of principal receivables and collections of finance charge receivables as a source of funds for payments on the notes. If collections of receivables are less than expected, payments of principal of and interest on the notes could be delayed or remain unpaid.

● Derivative Agreements. Some notes may have the benefit of one or more derivative agreements, including interest rate swaps, or other agreements described in “Sources of Funds to Pay the Notes—Derivative Agreements.”

● The Issuing Entity Accounts. The issuing entity has established a collection account for the purpose of receiving collections of finance charge receivables and principal receivables and other related amounts. The issuing entity has also established an excess funding account for the purpose of retaining amounts that would otherwise be paid to the holder of the Transferor Interest, but for the fact that the Transferor Interest at the time is less than the Minimum Transferor Interest. The issuing entity may establish supplemental accounts for any series, class or tranche of notes.

During each month, collections of receivables will be deposited into the collection account. Those deposits will then be allocated among each series of notes and applied as described in this prospectus.

[Derivative Agreement for Class [•](20[•]-[•]) Notes]

[The amount payable by the derivative counterparty to the issuing entity under the derivative agreement will be, for each Transfer Date, an amount equal to one-twelfth of the product of (a) [•]% and (b) the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes at the end of the prior month (or, with respect to the Transfer Date related to the initial interest accrual period, the initial dollar principal amount of the Class [•](20[•]-[•]) notes). In the case of the first Transfer Date, such amounts will include accrued amounts for the period from and including the issuance date to but excluding the first interest payment date. Payments from the derivative counterparty to the issuing entity will be calculated on the basis of a 360-day year and twelve 30-day months.

The amount payable by the issuing entity to the derivative counterparty under the derivative agreement will be, for each Transfer Date, an amount equal to the product of:

(i) a fraction, the numerator of which is the actual number of days in the interest accrual period relating to such Transfer Date, and the denominator of which is 360;

(ii) a rate not to exceed LIBOR prevailing on the related interest rate determination date with respect to such interest accrual period plus [•]% per year; and

28

(iii) the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes at the end of the prior month (or, with respect to the Transfer Date related to the initial interest accrual period, the initial dollar principal amount of the Class [•](20[•]-[•]) notes).

An “interest accrual period” begins on and includes an interest payment date and ends on but excludes the next interest payment date. However, the first interest accrual period will begin on and include the issuance date. “LIBOR” is the London interbank offered rate for U.S. dollar deposits for a [•]-month period as of each interest rate determination date. An “interest rate determination date” means [•] [•], 20[•] for the period from and including the issuance date to but excluding [•] [•], 20[•] and for each interest accrual period thereafter, the second London business day prior to the interest payment date on which such interest accrual period commences. A “London business day” means any Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market.

For each Transfer Date, the net derivative receipt, if any, will be treated as Available Funds. The net derivative payment, if any, will be paid to the derivative counterparty out of Available Funds and certain other available amounts allocated to the Class [•](20[•]-[•]) notes and deposited into the related interest funding subaccount, including amounts on deposit in the accumulation reserve subaccount and reallocated Available Principal Amounts, based on the respective amounts due as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Funds to the Interest Funding Account” in this prospectus.

The “net derivative payment,” for any Transfer Date, means, (a) if the netting provisions of the derivative agreement apply, the amount by which the floating amount for such date exceeds the fixed amount for such date, and (b) otherwise, an amount equal to the floating amount for such date.

The “net derivative receipt,” for any Transfer Date, means, (a) if the netting provisions of the derivative agreement apply, the amount by which the fixed amount for such date exceeds the floating amount for such date, and (b) otherwise, an amount equal to the fixed amount for such date.

The netting provisions of the derivative agreement will apply unless the issuing entity elects gross payments to be made pursuant to the provisions of the derivative agreement. If the issuing entity elects gross payments under the derivative agreement, the issuing entity’s obligation to pay the floating amount on any Transfer Date to the derivative counterparty pursuant to the terms of the derivative agreement is conditioned upon the prior receipt of the fixed amount from the derivative counterparty for such date.

The “fixed amount,” for any Transfer Date, means an amount equal to the fixed amount (including any termination payments pursuant to the derivative agreement) payable by the derivative counterparty to the issuing entity for such date pursuant to the terms of the derivative agreement.

The “floating amount,” for any Transfer Date, means an amount equal to the floating amount payable by the issuing entity to the derivative counterparty for such date pursuant to the derivative agreement minus the excess of (i) the targeted amount of principal funding subaccount earnings for the Class [•](20[•]-[•]) notes for the related month over (ii) the sum of the amount actually earned on such funds for the related month, plus amounts withdrawn from the applicable accumulation reserve subaccount, plus collections of finance charge receivables allocable to the designated portion of the Transferor Interest, if any, plus amounts withdrawn from a derivative reserve account, in each case, to cover shortfalls on principal funding subaccount earnings, if any. The floating amount does not include any termination payments payable by the issuing entity to the derivative counterparty pursuant to the derivative agreement.

29

The derivative agreement will terminate by its terms, whether or not the Class [•](20[•]-[•]) notes have been paid in full prior to such termination, upon the earliest to occur of:

(i) the termination of the issuing entity pursuant to the terms of the indenture;

(ii) the payment in full of the Class [•](20[•]-[•]) notes;

(iii) the expected principal payment date for the Class [•](20[•]-[•]) notes;

(iv) the insolvency, conservatorship or receivership of the derivative counterparty;

(v) the failure on the part of the issuing entity or the derivative counterparty to make any payment under the derivative agreement within the applicable grace period, if any;

(vi) illegality on the part of the issuing entity or the derivative counterparty to be a party to, or perform an obligation under, the derivative agreement;

(vii) either the issuing entity or the derivative counterparty will, or there is a substantial likelihood that it will, be required to pay certain taxes or deduct or withhold part of payment received for or on account of a tax;

(viii) failure of the derivative counterparty to provide certain organizational or financial information to the issuing entity to the extent that the aggregate significance percentage of all the derivative products provided by the derivative counterparty or its affiliates to the issuing entity is 10% or more; and

(ix) the issuing entity amends the trust agreement, the indenture or the WFCardSeries indenture supplement without the consent of the derivative counterparty in a manner that would have an adverse effect on the derivative counterparty or would adversely impact the issuing entity’s ability to perform under the derivative agreement.

In the event that the derivative agreement terminates prior to the payment in full of the Class [•](20[•]-[•]) notes, applications of Available Funds to fund targeted deposits to the interest funding subaccount will be made without the benefit of any net derivative receipts that might have been due for any future Transfer Dates.

If (i) the derivative counterparty’s or a replacement derivative counterparty’s short-term credit rating from SP Global Ratings is below “[•],” (ii) in the case of a replacement derivative counterparty that does not have a short-term credit rating from SP Global Ratings, such derivative counterparty’s long-term, senior, unsecured debt rating from SP Global Ratings is below “[•],” or (iii) any such relevant rating is withdrawn by SP Global Ratings, the derivative counterparty will be required within 30 days from the date of such rating or withdrawal to fund an interest reserve account in an amount equal to one-twelfth of the product of (a) [•]% and (b) the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes at the end of the month preceding such reduction or withdrawal (the “required interest reserve amount”). On any Transfer Date after such deposit, if SP Global Ratings short-term credit rating of the derivative counterparty or replacement derivative counterparty is “[•]” or higher, or if SP Global Ratings long-term, senior, unsecured debt rating of a replacement derivative counterparty that does not have a short-term credit rating from SP Global Ratings is “[•]” or higher, the issuing entity will distribute any amounts on deposit in the interest reserve account to the derivative counterparty pursuant to the terms of the derivative agreement. The issuing entity will establish and maintain the interest reserve account for the benefit of the Class [•](20[•]-[•]) noteholders. There can be no assurance that the derivative counterparty can or will

30

adequately fund the interest reserve account. If the derivative counterparty fails to adequately fund the interest reserve account within 30 days of such reduction or withdrawal (an “interest reserve account event”), then (i) if an early redemption event has not previously occurred, upon the occurrence of an early redemption event, Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes, together with any amounts in the principal funding subaccount for the Class [•](20[•]-[•]) notes, will not be retained in such subaccount and will be paid to the Class [•](20[•]-[•]) noteholders or (ii) if an early redemption event has previously occurred, upon the occurrence of such interest reserve account event, any amounts in the principal funding subaccount for the Class [•](20[•]-[•]) notes will not be retained in such account and will, together with Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes, if any, be paid to the Class [•](20[•]-[•]) noteholders.

All amounts on deposit in the interest reserve account on any Transfer Date (after giving effect to any deposits to the interest reserve account to be made on such Transfer Date) are permitted to be invested in Permitted Investments. Investment earnings on amounts on deposit in the interest reserve account will be retained in the interest reserve account (to the extent the amount on deposit is less than the required interest reserve amount) or paid to the derivative counterparty.

On the Transfer Date on or following the termination of the derivative agreement due to a default by the derivative counterparty, the issuing entity will withdraw an amount equal to the net derivative receipt, if any, for such Transfer Date, plus the amount of any net derivative receipt previously due but not paid, from funds on deposit in the interest reserve account, if any, and treat such amounts as Available Funds as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—WFCardSeries Available Funds” in this prospectus as if such amounts were a net derivative receipt received from the derivative counterparty. The interest reserve account will thereafter be terminated.

Upon the termination of the interest reserve account, any remaining amounts that had been on deposit therein will be paid to the derivative counterparty.

In the event the long-term, senior, unsecured debt rating of the derivative counterparty or a replacement derivative counterparty is reduced below “[•]” by SP Global Ratings or below “[•]” by Moody’s, or is withdrawn by either SP Global Ratings or Moody’s, the issuing entity will direct the derivative counterparty to assign its rights and obligations under the derivative agreement to a replacement derivative counterparty. There can be no assurance that a successor derivative counterparty will be found or that such assignment can be made.

The aggregate “significance percentage” of the derivative agreement, as calculated in accordance with Item 1115 of Regulation AB, is less than 10%.]

WFCardSeries Class C Reserve Account

The issuing entity will establish a Class C reserve subaccount to provide credit enhancement solely for the holders of the related tranche of Class C WFCardSeries notes. The Class C reserve subaccount for each tranche of Class C WFCardSeries notes will initially not be funded. Such Class C reserve subaccount will not be funded unless and until the three-month average of the Excess Available Funds Percentage falls below the levels described [in the prospectus relating to such tranche of Class C WFCardSeries notes][above under “The Class C(20[•]-[•]) Notes—Summary of Terms”] or an early redemption event or event of default occurs for such tranche of Class C WFCardSeries notes.

Funds on deposit in the Class C reserve subaccount for each tranche of Class C WFCardSeries notes will be available to holders of those notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve subaccount for each tranche of Class C WFCardSeries notes will

31

also be available to holders of those notes to cover certain shortfalls in principal. Only the holders of the related tranche of Class C WFCardSeries notes will have the benefit of the related Class C reserve subaccount. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Withdrawals from the Class C Reserve Account.”

Flow of Funds and Application of Finance Charge and Principal Collections

For a detailed description of the application of collections, see “Sources of Funds to Pay the Notes—Application of Collections” and “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series.”

Finance charge collections and other amounts allocated to the WFCardSeries, called WFCardSeries Available Funds, will generally be applied each month to make the payments or deposits depicted in the chart “Application of WFCardSeries Available Funds” below. See the chart “Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer of WF Card Issuance Trust” below for a depiction of how finance charge collections are allocated. For a detailed description of the application of WFCardSeries Available Funds, see “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series.”

Principal collections and other amounts allocated to the WFCardSeries, called WFCardSeries Available Principal Amounts, generally will be applied each month to make the payments or deposits depicted in the chart “Application of WFCardSeries Available Principal Amounts” below. See the chart “Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer of WF Card Issuance Trust” below for a depiction of how principal collections are allocated. For a detailed description of the application of WFCardSeries Available Principal Amounts, see “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series.”

Revolving Period

Until principal amounts are needed to be accumulated to pay any tranche of WFCardSeries notes (including the Class [•](20[•]-[•]) notes), principal amounts allocable to that tranche of notes will be applied to other WFCardSeries notes which are accumulating principal or paid to Funding as holder of the Transferor Interest. This period is commonly referred to as the revolving period. Currently, with respect to a tranche of WFCardSeries notes, the revolving period is scheduled to end twelve calendar months prior to the expected principal payment date for such tranche of WFCardSeries notes. However, if an early redemption event or event of default and acceleration for the related tranche of WFCardSeries notes occurs before the revolving period otherwise ends, the revolving period could end earlier than currently scheduled. Descriptions of the early redemption events and events of default are set forth under “The Indenture—Early Redemption Events,” “—Events of Default” and “—Events of Default Remedies,” respectively. In addition, if the issuing entity reasonably expects to need less than the expected accumulation period to fully accumulate the outstanding dollar principal amount of the related tranche of notes, the end of the revolving period may be delayed. A description of the basis on which the issuing entity may determine to delay the end of the revolving period is set forth under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account.”

Early Redemption of Notes

The issuing entity will be required to redeem the Class [•](20[•]-[•]) notes upon the occurrence of an early redemption event relating to the Class [•](20[•]-[•]) notes, but only to the extent funds are available for such redemption after giving effect to all allocations and reallocations [and, in the case of subordinated notes of

32

a multiple tranche series like the Class [•](20[•]-[•]) notes, only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series].

[However, if so determined at the time of issuance, and subject to certain exceptions, it is possible that other notes that have the benefit of a derivative agreement will not be redeemed prior to such notes’ expected principal payment date.]

Early redemption events for the Class [•](20[•]-[•]) notes include the following:

● the occurrence of the Class [•](20[•]-[•]) notes’ expected principal payment date;

● Funding is unable to transfer receivables in accordance with the terms of the transfer agreement or WFBNA is unable to transfer receivables to Funding in accordance with the receivables purchase agreement;

● the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

● any of the early redemption events listed in the indenture supplement described under “The Indenture—WFCardSeries Early Redemption Events”; and

● the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership of the issuing entity with respect to WFBNA or Funding.

The following early redemption event is included in the events described above: if for any month the amount of Excess Available Funds for the WFCardSeries notes averaged over the three preceding calendar months is less than the Required Excess Available Funds for the WFCardSeries for such month, an early redemption event will occur for all tranches of WFCardSeries notes, including the Class [•](20[•]-[•]) notes.

With respect to the WFCardSeries, Excess Available Funds for any month equals the Available Funds allocated to the WFCardSeries that month after application for targeted deposits to the interest funding account, payment of the servicing fee allocable to the WFCardSeries, application to cover WFCardSeries Investor Default Amounts for the WFCardSeries and reimbursement of any deficits in the nominal liquidation amounts of WFCardSeries notes.

See “The Notes—Early Redemption of Notes” and “The Indenture—Early Redemption Events.”

Upon the occurrence of an early redemption event for the Class [•](20[•]-[•]) notes, such notes will be entitled to receive payments of interest and principal each month, subject to the conditions outlined in “The Notes—Early Redemption of Notes” and “The Indenture—Early Redemption Events.”

It is not an event of default if the issuing entity fails to redeem a note because it does not have sufficient funds available or because payment of the note is delayed because it is necessary to provide required subordination for a senior class of notes.

[If an early redemption event (other than the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended) applicable to the Class [•](20[•]-[•]) notes occurs and the derivative agreement has not been terminated, an interest reserve account event has not occurred and an event of default and acceleration of the Class [•](20[•]-[•]) notes has not occurred, Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes together with any amounts in the principal funding subaccount for the Class [•](20[•]-[•]) notes will not be paid to the holders of the

33

Class [•](20[•]-[•]) notes as described under “The Indenture—Early Redemption of the Notes,” but instead will be retained in the principal funding subaccount and paid to the Class [•](20[•]-[•]) noteholders on the expected principal payment date of the Class [•](20[•]-[•]) notes. See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes.”

However, if following an early redemption event for the Class [•](20[•]-[•]) notes (i) the derivative agreement terminates, (ii) an interest reserve account event occurs, (iii) the issuing entity becomes an “investment company” within the meaning of the Investment Company Act of 1940, as amended or (iv) an event of default and acceleration of the Class [•](20[•]-[•]) notes occurs, Available Principal Amounts will be paid to the Class [•](20[•]-[•]) noteholders. See “The Class [•](20[•]-[•]) Notes—Early Redemption of Notes.”

See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes” for a description of the events leading to the occurrence of an interest reserve account event.]

Optional Redemption by the Issuing Entity

Funding, so long as it is an affiliate of the servicer, has the right, but not the obligation, to direct the issuing entity to redeem the Class [•](20[•]-[•]) notes (and all other tranches of WFCardSeries notes) in whole but not in part on any day on or after the day on which its nominal liquidation amount is reduced to less than 5% of its highest outstanding dollar principal amount. This repurchase option is referred to as a clean-up call.

The issuing entity will not redeem subordinated WFCardSeries notes if those notes are required to provide credit enhancement for senior classes of WFCardSeries notes. If the issuing entity is directed to redeem any tranche of WFCardSeries notes, it will notify the registered holders at least thirty days prior to the redemption date. The redemption price of a note will equal 100% of the outstanding principal amount of that note, plus accrued but unpaid interest on the note to, but excluding the date of redemption.

If the issuing entity is unable to pay the redemption price in full on the redemption date, monthly payments on the related tranche of WFCardSeries notes will thereafter be made, subject to the principal payment rules described above under “—Subordination,” until either the principal of and accrued interest on that tranche of notes are paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount and the interest funding subaccount and, in the case of Class C WFCardSeries notes, the Class C reserve subaccount, for the related tranche of WFCardSeries  notes will be applied to make the principal and interest payments on these notes on the redemption date.

Events of Default

The documents that govern the terms and conditions of the Class [•](20[•]-[•]) notes include a list of adverse events known as events of default.

Some events of default result in an automatic acceleration of the Class [•](20[•]-[•]) notes, and others result in the right of the holders of the Class [•](20[•]-[•]) notes to demand acceleration after an affirmative vote by holders of not less than 66 2/3% of the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes.

34

Events of default for the Class [•](20[•]-[•]) notes include the following:

● the issuing entity’s failure, for a period of 35 days, to pay interest upon the Class [•](20[•]-[•]) notes when such interest becomes due and payable;

● the issuing entity’s failure to pay the principal amount of the Class [•](20[•]-[•]) notes on the applicable legal maturity date;

● the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties in the indenture for a period of 60 days after either the indenture trustee or the holders of 25% of the aggregate outstanding dollar principal amount of the outstanding Class [•](20[•]-[•]) notes has provided written notice requesting remedy of such breach, and, as a result of such default, the interests of the Class [•](20[•]-[•]) noteholders are materially and adversely affected and continue to be materially and adversely affected during the 60-day period; and

● the occurrence of an Insolvency Event.

Other series, classes or tranches of notes can have the same or different events of default. An event of default relating to one series, class or tranche of notes will not necessarily be an event of default for any other series, class or tranche of notes.

Upon the occurrence of an event of default and acceleration for the Class [•](20[•]-[•]) notes, the Class [•](20[•]-[•]) notes will be entitled to receive payments of interest and principal each month, subject to the conditions outlined in “The Indenture—Events of Default” and “—Events of Default Remedies.”

Events of Default Remedies

After an event of default and acceleration of the Class [•](20[•]-[•]) notes, funds on deposit in the applicable issuing entity accounts for the Class [•](20[•]-[•]) notes will be applied to pay principal of and interest on the Class [•](20[•]-[•]) notes. Then, in each following month, Available Principal Amounts and Available Funds allocated to the Class [•](20[•]-[•]) notes will be applied to make monthly principal and interest payments on the Class [•](20[•]-[•]) notes until the earlier of the date the Class [•](20[•]-[•]) notes are paid in full or the legal maturity date of the Class [•](20[•]-[•]) notes. However, subordinated notes of a multiple tranche series [like the [Class B][Class C][Class D](20[•]-[•]) notes] will receive payment of principal of those notes prior to the legal maturity date of such notes only if and to the extent that funds are available for that payment and, after giving effect to that payment, the required subordination will be maintained for senior notes in that series.

If an event of default for the Class [•](20[•]-[•]) notes occurs and those notes are accelerated, the indenture trustee may, and at the direction of not less than 66 2/3% of the Class [•](20[•]-[•]) noteholders will, sell credit card receivables. However, this sale of receivables may occur only:

● if the conditions specified in “The Indenture—Events of Default Remedies” are satisfied and, for subordinated notes of a multiple tranche series [like the [Class B][Class C][Class D](20[•]-[•]) notes], only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series; or

● on the legal maturity date of the Class [•](20[•]-[•]) notes.

35

The holders of the accelerated notes will be paid their allocable share of the proceeds of a sale of credit card receivables. Upon the sale of the receivables, the nominal liquidation amount of those accelerated notes will be reduced to zero. See “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

WFCardSeries Issuing Entity Accounts

The issuing entity has caused to be established and maintained with the paying agent a principal funding account, a collection account, an interest funding account, an accumulation reserve account, a Class C reserve account, a Class D reserve account, and an excess funding account for the benefit of the WFCardSeries. The principal funding account, the interest funding account, and the accumulation reserve account[, and the Class C reserve account] will have subaccounts for the Class [•](20[•]-[•]) notes. [Describe material terms of any additional issuing entity accounts for the Class [•](20[•]-[•]) notes.]

Each month, amounts received related to the receivables held in the issuing entity and other amounts will be deposited in the issuing entity accounts and allocated to the notes as described in this prospectus.

Security for the Notes

The notes of all series are secured by a shared security interest in the receivables held in the issuing entity and the collection account, but each tranche of notes is entitled to the benefits of only that portion of the assets allocated to it under the indenture and the indenture supplement.

Each tranche of notes is also secured by a security interest in any derivative agreement for that tranche.

The Class [•](20[•]-[•]) notes are secured by a shared security interest in:

● the receivables held by the issuing entity and all payments due on such receivables (together with interchange, insurance proceeds and recoveries allocable on such receivables and all collections on such receivables);

● the collection account;

● the excess funding account;

● the applicable principal funding subaccount;

● the applicable interest funding subaccount; [and]

● the applicable accumulation reserve subaccount[; and]

● [name of any additional issuing entity accounts for the Class [•](20[•]-[•]) notes; and]

● [the applicable Class C reserve subaccount].

As discussed above, the Class [•](20[•]-[•]) notes are entitled to the benefits of only that portion of the assets allocated to them under the indenture and the WFCardSeries indenture supplement.

36

Limited Recourse to the Issuing Entity

The sole source of payment for principal of or interest on a tranche of notes (including the Class [•](20[•]-[•]) notes) is provided by:

● the portion of collections of principal receivables and finance charge receivables received by the issuing entity under the receivables allocated to the WFCardSeries and available to the [Class A(20[•]-[•]) notes][[Class B(20[•]-[•]) notes][Class C(20[•]-[•]) notes] after giving effect to any reallocations, payments and deposits for senior notes];

● funds in the applicable issuing entity accounts for that tranche of notes; and

● payments received under any applicable derivative agreement for that tranche of notes.

Noteholders will have no recourse to any other assets of the issuing entity – other than any shared excess available amounts and shared excess available principal amounts – or any other person or entity for the payment of principal of or interest on the notes.

If there is a sale of credit card receivables (i) following the insolvency of Funding, (ii) following an event of default and acceleration, or (iii) on the applicable legal maturity date, each as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” following such sale those noteholders have recourse only to the proceeds of that sale, investment earnings on those proceeds and any funds previously deposited in any applicable issuing entity account for such noteholders.

WFCardSeries Accumulation Reserve Account

The issuing entity will establish an accumulation reserve subaccount for the Class [•](20[•]-[•]) notes to cover shortfalls in investment earnings on amounts (other than prefunded amounts) on deposit in the principal funding subaccount for the Class [•](20[•]-[•]) notes.

If the Class [•](20[•]-[•]) notes require more than one budgeted deposit to accumulate and pay the principal of such notes on their expected principal payment date, the amount targeted to be deposited in the accumulation reserve subaccount for the Class [•](20[•]-[•]) notes shall be [•]% of the outstanding dollar principal amount of such notes. This amount may be changed at the discretion of the issuing entity. However, this amount can only be reduced at the discretion of the issuing entity if the Rating Agency Condition has been satisfied with respect to such reduction. If the Class [•](20[•]-[•]) notes require more than one budgeted deposit to accumulate and pay the principal of such notes on their expected principal payment date, the accumulation reserve subaccount for such notes will be funded no later than three months prior to the date on which a budgeted deposit is first targeted for such notes as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits to the Accumulation Reserve Subaccounts.” If the Class [•](20[•]-[•]) notes require only one budgeted deposit to accumulate and pay the principal of such notes on their expected principal payment date, the amount targeted to be deposited in the accumulation reserve subaccount for such notes will be zero. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account” for a discussion of how the issuing entity will determine the number of budgeted deposits required to accumulate and pay the principal of each tranche of notes.

37

Shared Excess Available Funds

The WFCardSeries is included in “Excess Available Funds Group One” for the purposes of shared excess available funds. In addition to the WFCardSeries, the issuing entity may issue other series of notes that are included in Excess Available Funds Group One for this purpose.

To the extent that Available Funds allocated to the WFCardSeries are available after all required applications of such amounts as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Application of WFCardSeries Available Funds,” these unused Available Funds, called shared excess available funds, will be applied to cover shortfalls in Available Funds for other series of notes in Excess Available Funds Group One. In addition, the WFCardSeries may receive the benefits of shared excess available funds from other series in Excess Available Funds Group One, to the extent Available Funds for such other series of notes are not needed for such series. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds” and “—Deposit and Application of Funds for each Series—Shared Excess Available Funds.”

Shared Excess Available Principal Amounts

The WFCardSeries is included in “Excess Available Principal Amounts Group One” for the purposes of shared excess available principal amounts. In addition to the WFCardSeries, the issuing entity may issue other series of notes that are included in Excess Available Principal Amounts Group One for this purpose.

To the extent that Available Principal Amounts allocated to the WFCardSeries are available after all required applications of such amounts as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Application of WFCardSeries Available Principal Amounts,” these unused Available Principal Amounts, called shared excess available principal amounts, will be applied to cover shortfalls in Available Principal Amounts for other series of notes in Excess Available Principal Amounts Group One. In addition, the WFCardSeries may receive the benefits of shared excess available principal amounts from other series in Excess Available Principal Amounts Group One, to the extent Available Principal Amounts for such other series of notes are not needed for such series. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds” and “—Deposit and Application of Funds for each Series—Shared Excess Available Principal Amounts.”

Registration, Clearing and Settlement

The Class [•](20[•]-[•]) notes offered by this prospectus will be registered in the name of The Depository Trust Company or its nominee, and purchasers of notes will be entitled to receive a definitive certificate only under limited circumstances. Owners of the Class [•](20[•]-[•]) notes may elect to hold their notes through The Depository Trust Company in the United States or through Clearstream Banking or the Euroclear system in Europe. Transfers will be made in accordance with the rules and operating procedures of those clearing systems. See “The Notes—Book-Entry Notes.”

[Stock Exchange Listing

The issuing entity will apply to list the Class [•](20[•]-[•]) notes on a stock exchange in Europe. The issuing entity cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained. To determine whether the Class [•](20[•]-[•]) notes are listed on a stock exchange you may contact the issuing entity c/o Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890-0001, telephone number: (302) 636-6189.]

38

Ratings

A rating addresses the likelihood of the payment of interest on a note when due and the ultimate payment of principal of that note by its legal maturity date. A rating does not address the likelihood of payment of principal of a note on its expected principal payment date. In addition, a rating does not address the possibility of an early payment or acceleration of a note, which could be caused by an early redemption event or an event of default. A rating is not a recommendation to buy, sell or hold notes and may be subject to revision or withdrawal at any time by the assigning note rating agency. Each rating should be evaluated independently of any other rating.

See “Risk Factors—General Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value could decrease” in this prospectus.

ERISA Eligibility

Subject to important considerations described under “Benefit Plan Investors,” the indenture permits benefit plans to purchase Class [•](20[•]-[•]) notes. A fiduciary of a benefit plan should consult its counsel as to whether a purchase of notes by the plan is permitted by ERISA and the Internal Revenue Code.

Tax Status

Subject to important considerations described under “Federal Income Tax Consequences” in this prospectus, Chapman and Cutler LLP, as special tax counsel to the issuing entity, is of the opinion that, for United States federal income tax purposes (1) the Class [•](20[•]-[•]) notes will be treated as indebtedness and (2) the issuing entity will not be classified as an association or a publicly traded partnership taxable as a corporation. In addition, noteholders will agree, by acquiring the Class [•](20[•]-[•]) notes, to treat the Class [•](20[•]-[•]) notes as debt for federal, state and local income and franchise tax purposes.

Denominations

The Class [•](20[•]-[•]) notes offered by this prospectus will be issued in denominations of $[5,000] and multiples of $1,000 in excess of that amount.

39

Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer

As of the issuance date for your notes, the WFCardSeries [will be][is] the only issued and outstanding series of WF Card Issuance Trust.

40

Application of WFCardSeries Available Funds	Application of WFCardSeries Available Principal Amounts

41

Fees and Expenses Payable from WFCardSeries Available Funds and WFCardSeries Available Principal Amounts

FEES AND EXPENSES PAYABLE FROM WFCARDSERIES AVAILABLE FUNDS:
Fee	Payee	Amount
Investor Servicing Fee	Servicer	2.00% of the Weighted Average Available Funds Allocation Amount for the WFCardSeries

For any month, the servicing fee allocable to the WFCardSeries is paid immediately after Class D interest payments or deposits. For a depiction of the application of WFCardSeries Available Funds, see the chart entitled “Application of WFCardSeries Available Funds” above. The servicing fee compensates the servicer for its expenses in connection with servicing the receivables, including expenses associated with collecting, allocating and distributing collections on the receivables and other expenses payable by the servicer, such as fees and disbursements of the indenture trustee and independent certified public accountants and other fees which are not expressly stated in the trust agreement or the indenture to be payable by the issuing entity or the noteholders, other than federal, state and local income and franchise taxes, if any, of the issuing entity. So long as WFBNA is the servicer and the calculation agent, the servicing fee is also intended to include compensation to WFBNA for its activities as calculation agent. See “The Servicing Agreement—Servicing Compensation and Payment of Expenses.”

FEES AND EXPENSES PAYABLE FROM WFCARDSERIES AVAILABLE PRINCIPAL AMOUNTS:
Fee	Payee	Amount
Servicing Fee Shortfalls	Servicer	Any accrued but unpaid servicing fees.

For any month, shortfalls in the servicing fee allocable to the WFCardSeries, if any, are paid immediately after any Class C interest shortfalls are paid. For a depiction of the application of WFCardSeries Available Principal Amounts, see the chart entitled “Application of WFCardSeries Available Principal Amounts” above.

42

WFCardSeries Required Subordinated Amount

The chart and the accompanying discussion below present only one example of how the required subordinated amount (the “RSA”) would be calculated for a hypothetical amount of outstanding WFCardSeries notes. This example is illustrative only. The stated percentages used in this example are applicable to the calculation of each RSA for these hypothetical notes only. The dollar amounts used in this example are illustrative only and are not intended to represent any allocation of classes and tranches of WFCardSeries notes outstanding at any time (including, but not limited to, the RSA required for any unencumbered tranche of Class B notes or Class C notes). For a detailed description of RSA generally, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount.”

In addition, the issuing entity may change the RSA and the related percentages for any tranche of notes at any time, without the consent of any noteholders, so long as the issuing entity has met certain conditions described in “The Notes—Required Subordinated Amount.”

Generally, the required subordinated amount of a subordinated class of notes for any date is an amount equal to a stated percentage of the adjusted outstanding dollar principal amount of the senior tranche of notes for such date.

In the example above:

● For the $1,000,000,000 of Class A notes, the RSA of subordinated notes is $[•]. Of that amount, the RSA of Class B notes is $[•] (which is [•]% of $1,000,000,000), the RSA of Class C notes is $[•] (which is [•]% of $1,000,000,000), and the RSA of Class D notes is $[•] (which is [•]% of $1,000,000,000).

● Encumbered Class B notes consist of that portion of the Class B notes that provide credit enhancement to the Class A notes (which is equal to the Class A RSA of Class B notes or $[•]).

● Unencumbered Class B notes consist of that portion of the Class B notes that do not provide credit enhancement to the Class A notes. This unencumbered amount is equal to the aggregate amount of Class B notes ($[•]) minus the encumbered Class B notes ($[•]).

43

● For the $[•] of unencumbered Class B notes, the RSA of Class C notes is $[•] (which is [•]% of $[•]) and the RSA of Class D notes is $[•] (which is [•]% of $[•]).

● For the $[•] of Class B notes, the RSA of Class C notes is $[•], or 100% of the Class A RSA of Class C notes ($[•]) plus the Class B RSA of Class C notes for the unencumbered Class B notes ($[•]) and the RSA of Class D notes is $[•], or 100% of the Class A RSA of Class D notes ($[•]) plus the Class B RSA of Class D notes for the unencumbered Class B notes ($[•]).

● Encumbered Class C notes consist of that portion of the Class C notes that provide credit enhancement to the Class A notes or the Class B notes (which is equal to the greater of the Class A RSA of Class C notes and the Class B RSA of Class C notes, or $[•]).

● Unencumbered Class C notes consist of that portion of the Class C notes that do not provide credit enhancement to the Class A or Class B notes. This unencumbered amount is equal to the aggregate amount of Class C notes ($[•]) minus the encumbered Class C notes ($[•]), or $[•].

● For the $[•] of unencumbered Class C notes, the RSA of Class D notes is $[•] (which is [•]% of $[•]).

● For the $[•] of Class C notes, the RSA of Class D notes is $[•], or 100% of the Class A RSA of Class D notes ($[•]) plus 100% of the Class B RSA of Class D notes ($[•]) plus the Class C RSA of Class D notes for the unencumbered Class C notes ($[•]).

● Encumbered Class D notes consist of that portion of the Class D notes that provide credit enhancement to the Class A notes, the Class B notes, or the Class C notes (which is equal to the greatest of the Class A RSA of Class D notes, the Class B RSA of Class D notes, and the Class C RSA of Class D notes, or $[•]).

● Unencumbered Class D notes consist of that portion of the Class D notes that do not provide credit enhancement to the Class A notes, the Class B notes, or the Class C notes. This unencumbered amount is equal to the aggregate amount of Class D notes ($[•]) minus the encumbered Class D notes ($[•]), or $[•].

44

Risk Factors

The risk factors disclosed in this section of this prospectus describe the material risk factors of an investment in the notes.

Business Risks Relating to WFBNA’s Credit Card Business

The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, affected equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in restrictions and closures for many businesses, as well as the institution of social distancing and sheltering in place requirements in many states and communities. Although some restrictive measures have been eased in certain areas, many of the restrictive measures remain in place or have been reinstated, and in some cases additional restrictive measures are being implemented. U.S. and global economies are likely to be negatively impacted for an extended period of time as there remains significant uncertainty about the timing and strength of an economic recovery.

The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, credit card usage by cardholders, the rate of repayment of credit card balances, and the level of delinquencies and the rate of defaults by cardholders. The extent of these impacts depends on future developments, which are highly uncertain and difficult to predict, including, but not limited to, the duration and magnitude of the pandemic, the actions taken to contain the virus or treat its impact, the effectiveness of economic stimulus measures in the United States, and how quickly and to what extent economic and operating conditions and consumer and business spending can return to their pre-pandemic levels. As a result, the extent of credit card usage by cardholders, the rate of repayment of credit card balances, the level of delinquencies and the rate of defaults by cardholders and, consequently, the timing and amount of collections may be significantly and adversely impacted. Reductions in the amount, or delays in the timing, of interest or principal payments by cardholders will reduce the amount available for distribution on the notes. A significant decrease in the amount available for distribution on the notes could also result in an early redemption event and in early payment of your notes. See “The Indenture—Early Redemption Events.” Even after the COVID-19 pandemic has subsided, cardholder use and payment patterns and, by extension, the timing and amount of collections may continue to be adversely impacted, which could be material, as a result of the macroeconomic impact and any recession that has occurred or may occur in the future.

In response to the COVID-19 pandemic, beginning in March 2020, WFBNA implemented client assistance programs for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. Starting in March 2020, WFBNA implemented an initial 90-day deferment program, during which interest and fees were waived. Beginning in June 2020, the deferment program was modified to an initial or subsequent 60-day deferment period during which interest continues to accrue and is added to the principal balance each month, while certain fees continue to be waived. Customers are limited to an initial deferment period and one subsequent deferment period. The delinquency status for accounts participating in the deferment program is generally reported using the payment status of each account at the time payment deferral was granted. WFBNA continues to evaluate, and may need to further modify, its

45

policies and programs to continue helping its card customers through the COVID-19 pandemic but any future actions will depend on future developments, which are highly uncertain and difficult to predict. We cannot predict what future actions may be necessary to help card customers through the COVID-19 pandemic, including card customers whose accounts have been or may in the future be designated to the Trust Portfolio. The programs have had, and are expected to continue to have, the effect of reducing or slowing collections in the near term and, if not effective in mitigating the effect of COVID-19 on cardholders, may adversely affect the notes.

Because the delinquency status for receivables subject to payment deferrals under this program reflects the payment status of the related accounts at the time payment deferral was granted, and the majority of these accounts were current at that time, it is likely that without payment deferrals a portion of the accounts reported as current would have become delinquent. In addition, because the accounts in the payment deferral program do not become delinquent or advance to the next delinquency cycle, including ultimately to charge-off, in the same timeframe that would have occurred had the payment deferral relief not been granted, the levels and severities of delinquencies and charge-off amounts through the deferment period are likely lower than would have otherwise been the case. As these accounts exit the payment deferral program and until any related delinquent receivables are charged-off, levels and severities of delinquencies and charge-off amounts will likely be higher than would have otherwise been the case. As a result, historical delinquency and charge-off experience for the Representative Portfolio is likely to not be an accurate indicator of the performance of the receivables in the Representative Portfolio in the future for so long as the effects of COVID-19 continue. For information regarding the historical delinquency and charge-off experience for cardholder payments on the credit card accounts comprising the Representative Portfolio and the Trust Portfolio, see “Annex I: The Representative Portfolio and the Trust Portfolio—The Representative Portfolio—Delinquency and Loss Experience” and under “Annex I: The Representative Portfolio and the Trust Portfolio—The Trust Portfolio— Delinquency and Loss Experience.”

In response to the pandemic, as a component of its business continuity plans, WFBNA has implemented work-from-home policies for a vast majority of its employees, and social distancing plans for its employees who are working from WFBNA’s facilities. If WFBNA becomes unable to operate its business from remote locations, including, for example, because of an internal or external failure of its information technology infrastructure, it experiences increased rates of employee illness or unavailability, or governmental restrictions are placed on its employees or operations, this could also have an adverse effect on its business continuity status and result in disruptions to its credit card operations. WFBNA may also take further actions as required by governmental authorities or that it otherwise determines are in the best interests of its customers, employees and business partners. In its capacity as servicer, WFBNA also utilizes third party vendors for certain business activities. While WFBNA closely monitors the business continuity activities of these third parties, successful implementation and execution of their business continuity strategies are largely outside WFBNA’s control. If any transaction party is unable to adequately perform its obligations under the transaction documents due to a remote working environment, this will likely adversely impact the performance of the receivables in the Trust Portfolio and the timing and amount of distributions on the notes.

Federal, state, and local governmental authorities have enacted, and may enact in the future, legislation, regulations and protocols in response to the COVID-19 pandemic, including governmental programs intended to provide economic relief to businesses and individuals. There remains significant uncertainty regarding the measures that authorities will enact in the future and the ultimate impact of the legislation, regulations and protocols that have been and will be enacted. These measures may adversely impact the performance of the receivables in the Trust Portfolio

46

and may have an adverse effect on credit card operations. Moreover, we expect that the effects of the COVID-19 pandemic will heighten many of the other known risks described under “Risk Factors” in this prospectus.

WFBNA may be subject to cyber-attacks and other security breaches that could have a material adverse effect on its business and results of operations, including its ability to service its credit card accounts, originate new credit card accounts or generate new receivables, and could adversely affect the timing and amount of payments on your notes.

In the normal course of business, WFBNA may collect, process and retain confidential or sensitive information regarding WFBNA’s credit card customers. The sharing, use, disclosure and protection of this information is governed by the privacy and data security policies of WFBNA. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Although WFBNA may devote significant resources and management focus to ensuring the integrity of its systems through information security and business continuity programs, its facilities and systems, and those of its third-party service providers, may be subject to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. The access by unauthorized persons to, or the improper disclosure by WFBNA of, confidential information regarding its customers or its own proprietary information, software, methodologies and business secrets could result in business disruptions, legal or regulatory proceedings, reputational damage, or other adverse consequences, any of which could materially adversely affect the ability of WFBNA to service credit card accounts and to originate and designate new credit card accounts or generate new receivables in credit card accounts, any of which could adversely affect the timing and amount of payments on your notes.

Information security risks for organizations like WFBNA have increased recently in part because of new technologies, the use of the internet and telecommunications technologies (including mobile and other connected devices) to conduct financial and other business transactions, the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others, and the evolving nature of these threats. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against organizations that are designed to disrupt key business services. There can be no assurance that WFBNA or any other entities associated with WFBNA’s credit card business will not suffer any such attacks or information security breaches in the future or to what extent such attacks or breaches could adversely affect the ability of WFBNA to service credit card accounts and to originate and designate new credit card accounts or generate new receivables in credit card accounts, any of which could in turn adversely affect the timing and amount of payments on your notes.

Cyber-attacks or other breaches, whether affecting WFBNA or other parties associated with WFBNA’s credit card business, could result in heightened consumer concern and regulatory focus and increased costs, which could have a material adverse effect on WFBNA’s credit card business. If the credit card business of WFBNA is materially adversely affected by such events, this could affect the ability of WFBNA to service credit card accounts and to originate and designate new credit card accounts or generate new receivables in credit card accounts, any of which could in turn adversely affect the timing and amount of payments on your notes. In addition, if WFBNA is materially adversely affected by such events, it may not be able to fulfill its obligations under the Servicing Agreement and such inability could adversely affect the timing and amount of payments on your notes.

47

Competition in the credit card and consumer lending industry may result in a decline in WFBNA’s ability to generate new receivables. This may result in the payment of principal earlier or later than the expected principal payment date, or in reduced principal payments.

The credit card industry is highly competitive. As new credit card companies enter the market and companies try to expand their market share, effective advertising, target marketing and pricing strategies grow in importance. Additionally, the acceptance and use of other consumer loan products, such as mortgage and home equity products, for consumer spending has increased significantly in recent years. WFBNA’s ability to compete in this environment will affect its ability to generate new receivables and affect payment patterns on the receivables. If the rate at which WFBNA generates new receivables declines significantly, WFBNA might be unable to transfer additional receivables to the transferor for inclusion in the issuing entity, and an early redemption event could occur, resulting in payment of principal sooner than expected or in reduced amounts. If the rate at which WFBNA generates new receivables decreases significantly at a time when you are scheduled to receive principal payments, you might receive principal payments more slowly than planned or in reduced amounts.

Payment patterns of cardholders may not be consistent over time and variations in these payment patterns may result in reduced payment of principal, or receipt of payment of principal earlier or later than expected.

Collections of principal receivables available to pay your notes on any principal payment date or to make deposits into an issuing entity account will depend on many factors, including:

● the rate of repayment of credit card balances by cardholders, which may be slower or faster than expected and which may in turn cause payment on the notes to be earlier or later than expected;

● the extent of credit card usage by cardholders, and the creation of additional receivables in the accounts designated to the issuing entity; and

● the rate of default by cardholders.

Changes in payment patterns and credit card usage result from a variety of economic, competitive, political, social and legal factors. Economic factors include the rate of inflation, unemployment levels and relative interest rates. The availability of incentive or other award programs may also affect cardholders’ actions. Competitive factors include not only attractive terms and conditions offered by other credit card lenders, but also the attractiveness of other consumer lending products, such as mortgages and home equity loans. Social factors include consumer confidence levels and the public’s attitude about incurring debt and the consequences of personal bankruptcy. In addition, acts of terrorism, natural disasters and epidemics and other widespread health crises in the United States and the political and military response to any such events may have an adverse effect on general economic conditions, consumer confidence and general market liquidity.

We cannot predict how any of these or other factors will affect repayment patterns or credit card use and, consequently, the timing and amount of payments on your notes. Any reductions in the amount, or delays in the timing, of interest or principal payments will reduce the amount available for distribution on the notes.

48

For a description of the impact of the COVID-19 pandemic on cardholder payment patterns and credit card usage, see “ —The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.”

WFBNA may change the terms of the credit card accounts in a way that reduces or slows collections. These changes may result in reduced, accelerated or delayed payments to you.

The receivables are transferred to the issuing entity, but WFBNA continues to own the related credit card accounts. As owner of the credit card accounts, WFBNA retains the right to change various credit card account terms (including finance charges and other fees it charges and the required minimum monthly payment). An early redemption event could occur if WFBNA reduced the finance charges and other fees it charges and a corresponding decrease in the collection of finance charges and fees resulted. In addition, changes in the credit card account terms may alter payment patterns. If payment rates decrease significantly at a time when you are scheduled to receive principal, you might receive principal more slowly than planned.

WFBNA will not reduce the interest rate it charges on the receivables or other fees if that action would cause an early redemption event relating to the notes unless WFBNA is required by law or determines it is necessary to make such change to maintain its credit card business, based on its good faith assessment of its business competition.

WFBNA will not change the terms of the credit card accounts or its servicing practices (including changes to the required minimum monthly payment and the calculation of the amount or the timing of finance charges, other fees and charge-offs) unless WFBNA reasonably believes an early redemption event would not occur for any tranche of notes and takes the same action on other substantially similar credit card accounts, to the extent permitted by those credit card accounts.

WFBNA has no restrictions on its ability to change the terms of the credit card accounts except as described above. Changes in relevant law, changes in the marketplace or prudent business practices could cause WFBNA to change credit card account terms. See “WFBNA’s Credit Card Activities—Collection Efforts” for a description of how credit card account terms can be changed.

In response to the COVID-19 pandemic, beginning in March 2020, WFBNA implemented client assistance programs for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. We cannot predict what future actions may be necessary to help card customers through the COVID-19 pandemic, including card customers whose accounts have been or may in the future be designated to the Trust Portfolio. The programs have had, and are expected to continue to have, the effect of reducing or slowing collections in the near term and, if not effective in mitigating the effect of COVID-19 on cardholders, may adversely affect the notes. See “WFBNA Credit Card Activities—Collection Efforts” and “Risk Factors—Business Risks Relating to WFBNA’s Credit Card Business—The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.”

49

Yield and payments on the receivables could decrease, resulting in the receipt of principal payments earlier than the expected principal payment date.

There is no assurance that the stated principal amount of your notes will be paid on its expected principal payment date.

A significant decrease in the amount of credit card receivables in the issuing entity for any reason could result in an early redemption event and in early payment of your notes, as well as decreased protection to you against defaults on the credit card receivables. In addition, the effective yield on the credit card receivables in the issuing entity could decrease due to, among other things, a change in periodic finance charges on the credit card accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and incur no finance charges. This could reduce the amount of Available Funds. If the amount of Excess Available Funds for any three consecutive calendar months is less than the Required Excess Available Funds for those three months, an early redemption event will occur and could result in an early payment of your notes. See “The Notes—Early Redemption of Notes.”

See “—Competition in the credit card and consumer lending industry may result in a decline in WFBNA’s ability to generate new receivables. This may result in the payment of principal earlier or later than the expected principal payment date, or in reduced amounts” and “Risk Factors— Transaction Structure Risks—Class A, Class B and Class C notes of the WFCardSeries can lose their subordination under some circumstances resulting in delayed or reduced payments to you” above for a discussion of other circumstances under which you may receive principal payments earlier or later than the expected principal payment date.

Insolvency and Security Interest Risks

The conservatorship, receivership, bankruptcy or insolvency of WFBNA, the transferor, the issuing entity, or any of their affiliates could result in accelerated, delayed or reduced payments to you.

WFBNA is a national banking association and its deposits are insured, up to applicable regulatory limits, by the Federal Deposit Insurance Corporation (the “FDIC”). If certain events were to occur involving WFBNA’s financial condition or the propriety of its actions, the FDIC could be appointed as conservator or receiver for WFBNA and, in that capacity, could exercise broad powers over WFBNA and its assets, obligations and operations.

WFBNA transfers receivables to the transferor and the transferor transfers the receivables to the issuing entity. Each transfer of receivables by WFBNA is intended by the parties to be a sale and is treated by WFBNA as a sale for legal purposes. The FDIC or other interested parties, however, could take the position that any of these transfers constitute only the grant of a security interest under applicable law, that WFBNA continues to own the receivables, and that the FDIC as conservator or receiver for WFBNA should control and administer the receivables.

Under the current version of the FDIC’s regulation on securitization transactions (the “FDIC Rule”), the FDIC has surrendered its rights to reclaim, recover or recharacterize a depository institution’s transfer of financial assets if certain conditions are satisfied. Those conditions include the following:

50

● If the FDIC, as conservator or receiver, provides written notice of repudiation of the securitization agreement pursuant to which the securitized assets were transferred, and the FDIC does not pay damages within ten (10) business days following the effective date of such notice, the parties can exercise any of their contractual rights in accordance with the transaction documents, including, but not limited to, taking possession of the securitized assets and exercising other remedies as a secured creditor pursuant to the transaction documents, provided no involvement of the FDIC is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business to facilitate the exercise of these contractual rights. The damages to be paid by the FDIC are the par value of the obligations issued in the securitization on the date of appointment of the FDIC as conservator or receiver, less any payments of principal received by holders of the obligations through the date of repudiation of the securitization agreement. Upon payment of these damages, all liens or claims on the securitized assets under the transaction document will be released.

● If, after appointment of the FDIC as conservator or receiver, the FDIC is in monetary default due to its failure to pay or apply collection from the securitized assets in accordance with the transaction documents, whether as servicer or otherwise, and remains in monetary default for ten (10) business days after written notice thereof, then the parties can exercise any of their contractual rights in accordance with the transaction documents, including, but not limited to, taking possession of the securitized assets and exercising remedies, including self-help remedies, as a secured creditor under the transaction documents, provided no involvement of the FDIC is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights. The insolvent bank will have no further obligations under the transaction documents.

Each transfer of receivables by WFBNA has been intended to satisfy all of the conditions of the FDIC Rule. However, the conditions of the FDIC Rule are numerous and complex, and the FDIC Rule is an untested regulation, and its interpretation remains uncertain. There is no guarantee that the FDIC will not determine that a condition of the FDIC Rule has not been satisfied. If any of the conditions imposed by the FDIC Rule were found not to be met, the FDIC’s rights to reclaim, recover, or recharacterize WFBNA’s transfers of receivables would not be restricted. If any of the conditions of the FDIC Rule were found not to have been met, the FDIC may attempt to assert that the holders of the notes are secured creditors of WFBNA (that are not entitled to the benefits of the FDIC Rule). There could be delays in payments on the notes, and the noteholders and the indenture trustee may be prevented from exercising any of their rights and remedies while these issues are being contested. If the FDIC prevails, there may be delays or reductions in payments on the notes. Regardless of whether the conditions of the FDIC Rule were satisfied and the FDIC performed its obligations under the FDIC Rule, distributions to you could be adversely affected if WFBNA entered receivership or conservatorship.

The FDIC may attempt to assert that there can be no judicial review of its determination. Even if the FDIC determines that all of the conditions of the FDIC Rule have been satisfied and the FDIC did not reclaim, recover or recharacterize WFBNA’s transfers of receivables, distributions to you could be adversely affected if WFBNA entered conservatorship or receivership.

51

While the FDIC Rule provides that payments on the obligations issued in the securitization will continue to be made (to the extent that there are sufficient collections on the securitized assets) prior to repudiation or default, the indenture trustee and the holders of the notes will likely be prevented from exercising any of their rights or remedies pending the expiration of the time periods specified in the FDIC Rule.

If the FDIC repudiates the receivables purchase agreement, it is not clear under the FDIC Rule whether the indenture trustee will be permitted by the FDIC to apply collections on the receivables that are received prior to repudiation to the payment of interest on the notes that accrues during the ten (10) business day period referred to in the FDIC Rule. It is unlikely that the indenture trustee will be permitted by the FDIC to receive payments collected on the receivables after a repudiation. Under such circumstances, there will be losses on the notes.

Under certain circumstances the FDIC Rule authorizes the indenture trustee to exercise its contractual rights under the transaction documents. The FDIC Rule requires, however, that this exercise of contractual rights not require the involvement of the FDIC (other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business). Because the receivables are intangible property that cannot be physically possessed, it is not entirely clear which contractual rights the indenture trustee can exercise that would not require the involvement of the FDIC. It is possible that the rights that the indenture trustee is able to exercise without the involvement of the FDIC may not be sufficient to realize the full value of the receivables for holders of the notes. As a result, you could suffer losses.

The FDIC may be able to obtain a judicial stay of any action to collect payments under or otherwise enforce the transaction documents or the notes. The FDIC may require that its claims process be followed before any payments on the receivables are released. The delay caused by such actions could result in losses on the notes.

The FDIC, moreover, may have the power to choose whether or not the terms of the transaction documents will continue to apply. Thus, regardless of what the transaction documents provide, the FDIC could:

● authorize WFBNA to assign or stop performing its obligations under the transaction documents, including its obligations to service the receivables, to make payments or deposits, to repurchase receivables, or to provide administrative services for the transferor or the issuing entity;

● prevent the appointment of a successor servicer or the appointment of a successor provider of administrative services for the transferor or the issuing entity;

● alter the terms on which WFBNA continues to service the receivables, to provide administrative services for the transferor or the issuing entity, or to perform its other obligations under the transaction documents, including the amount or the priority of the fees paid to WFBNA;

● prevent or limit the commencement of an early amortization period or an early redemption of the notes, or instead do the opposite and require those to commence;

● prevent or limit the early liquidation of the receivables or the termination of the issuing entity, or instead do the opposite and require those things to occur;

52

● prevent or limit the continued transfers or receivables, or instead to the opposite and require those to continue.

If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which would cause further losses on your investment. Distributions to you also could be adversely affected if the FDIC were to argue that any term of the transaction documents violates applicable regulatory requirements.

The FDIC may also be able to assign some or all of WFBNA’s rights and obligations under the transaction documents, including WFBNA’s rights and obligations as servicer or provider of administrative services, to a third party without the consent, and even over the objection, of the parties, and without complying with the requirements of the applicable transaction documents. The FDIC may be able to assign or repudiate only part of a transaction document, and it may not be required to assign or repudiate the entire transaction document. If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which could cause further losses on your investment.

In order to comply with the requirements of the FDIC Rule, the representations and warranties of WFBNA as seller are set forth in a separate transaction document from the obligations of WFBNA as servicer. This has the effect of making it easier for the FDIC to attempt to repudiate WFBNA’s representations and warranties and the related buyback obligations, while at the same time assigning the servicing of the transaction to a servicer of the FDIC’s choosing without complying with the terms of the transaction documents. Should this occur, you could suffer losses on your investment.

The FDIC has asserted that certain of its determinations in receivership and conservatorship matters are not subject to judicial review, that it is not obligated to pay damages unless the bank in receivership has funds left over after paying all depositors in full, and that if it is required to pay damages, it can pay such damages with a receivership certificate rather than in cash. A receivership certificate generally entitles the holder to payment up to the amount thereof from available receivership assets, in the priority established by statute and at the time determined by the FDIC. If the FDIC were to successfully take any of these positions in connection with a receivership or conservatorship of WFBNA, you could suffer losses on your investment.

The transferor is a subsidiary of WFBNA. Certain banking laws and regulations may apply not only to WFBNA but to its subsidiaries as well. If the transferor were found to have violated any of these laws or regulations, you could suffer a loss on your investment.

In the receivership of an unrelated national bank, the FDIC successfully argued to the United States Court of Appeals for the District of Columbia Circuit that certain of its rights and powers extended to a statutory trust formed and owned by that national bank in connection with a securitization of credit card receivables. If WFBNA were to enter conservatorship or receivership, the FDIC could argue that its rights and powers extend to the transferor or the issuing entity. If the FDIC were to take this position and seek to repudiate or otherwise affect the rights of the indenture trustee or the noteholders under any transaction document, losses to you could result.

In addition, no assurance can be given that the FDIC would not attempt to exercise control over the receivables or the other assets of the transferor or the issuing entity on an interim or a permanent basis. If this were to occur, payments to you could be delayed or reduced.

53

The transferor and/or the issuing entity have been established so as to minimize the risk that either of them would become insolvent or enter bankruptcy. Still, each of them may be eligible to file for bankruptcy, and no assurance can be given that the risk of insolvency or bankruptcy has been eliminated. If the transferor or the issuing entity were to become insolvent or were to enter bankruptcy, you could suffer a loss on your investment. Risks also exist that, if the transferor or the issuing entity were to enter bankruptcy, the other and its assets (including the receivables) would be treated as part of the bankruptcy estate.

You could also suffer a loss on your investment if an orderly liquidation of the transferor or the issuing entity were commenced under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the FDIC were appointed as receiver.

Regardless of any decision made by the FDIC or any ruling made by a court, moreover, the mere fact that WFBNA, the transferor or the issuing entity has become insolvent or has become the subject of a conservatorship, receivership, or bankruptcy could have an adverse effect on the value of the receivables and on the liquidity and the value of the notes.

There also may be other possible effects of a conservatorship, receivership, bankruptcy, or insolvency of WFBNA, the transferor or the issuing entity that could result in losses on your investment.

The conservatorship, receivership, bankruptcy, or insolvency of other parties to the transactions could result in accelerated, delayed, or reduced payments to you.

Other parties to the transactions, such as subservicers, may have material roles. In addition, funds to make payments on the notes may be supplied by derivative counterparties or by enhancement or liquidity providers. If any of these parties were to enter conservatorship, receivership, or bankruptcy or were to become insolvent, there could be losses on your investment.

Some interests could have priority over the indenture trustee’s interest in the receivables, which could cause delayed or reduced payments to you.

Representations and warranties are made that the indenture trustee has a perfected interest in the receivables. If any of these representations and warranties were found not to be true, however, payments to you could be delayed or reduced.

The transaction documents permit liens for municipal or other local taxes to have priority over the indenture trustee’s perfected interest in the receivables. If any of these tax liens were to arise, or if other interests in the receivables were found to have priority over those of the indenture trustee, you could suffer a loss on your investment.

If a conservator, a receiver, or a bankruptcy trustee were appointed for WFBNA, the transferor, or the issuing entity, and if the administrative expenses of the conservator, the receiver, or the bankruptcy trustee were found to relate to the receivables or the transaction documents, those expenses could be paid from collections on the receivables before the indenture trustee receives any payments, which could result in losses on your investment. See “—The conservatorship, receivership, bankruptcy, or insolvency of WFBNA, Funding, the issuing entity, or any of their affiliates could result in accelerated, delayed, or reduced payments to you” in this prospectus.

54

The indenture trustee may not have a perfected interest in collections and interchange commingled by each of, respectively, the servicer and WFBNA with its own funds, which could cause delayed or reduced payments to you.

Each of the servicer and WFBNA is obligated to deposit, respectively, collections and interchange into the collection account no later than the second business day after the date of processing for such collections and interchange. See “Sources of Funds to Pay the Notes—Application of Collections” and “WFBNA’s Credit Card Activities—[_____].”

All collections and interchange that each of the servicer and WFBNA, respectively, is permitted to hold may be commingled with its other funds and used for its own benefit for the time, not to exceed two business days, necessary to clear any payments received. The indenture trustee may not have a perfected interest in these amounts, and thus payments to you could be delayed or reduced if the servicer or WFBNA were to enter conservatorship or receivership, were to become insolvent, or were to fail to perform its obligations under the transaction documents.

Other Legal and Regulatory Risks

WFBNA is subject to regulatory supervision and regulatory action could result in losses or delays in payment.

WFBNA is regulated and supervised by the Office of the Comptroller of the Currency (the “OCC”), the Consumer Financial Protection Bureau (the “CFPB”) and the FDIC. See “—Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA.” These regulatory authorities, as well as others, have broad powers of enforcement over WFBNA and its affiliates.

If an applicable regulatory authority were to conclude that an obligation under the transaction documents constituted an unsafe or unsound practice or violated any law, regulation, written condition, or agreement applicable to WFBNA or its affiliates, that regulatory authority may have the power to order WFBNA or the related affiliate, among other things, to rescind the transaction document, to refuse to perform the obligation, to terminate that activity, to amend the terms of the obligation, or to take any other action considered appropriate by that authority. In addition, WFBNA or the related affiliate may not be liable to you for contractual or other damages for complying with such a regulatory order, and you may not be able to make a claim against the regulatory authority. Therefore, if such a regulatory order were issued, payments to you could be accelerated, delayed, or reduced.

In one case, the OCC issued a cease and desist order against a national banking association that was found to have been servicing credit card receivables on terms that were inconsistent with safe and sound banking practices. That order required the financial institution to cease performing its duties as servicer within approximately 120 days, to immediately withhold and segregate funds from collections for payment of its servicing fee (despite the priority of payments in the securitization documents and the perfected security interest of the related trust in those funds), and to increase its servicing fee percentage above that specified in the securitization documents. WFBNA has no reason to believe that its servicing arrangements are contrary to safe and sound banking practices or otherwise violate any law, regulation, written condition, or agreement applicable to WFBNA or its affiliates. If a regulatory authority were to conclude otherwise, however, you could suffer a loss on your investment.

55

Changes to consumer protection laws, including in their application or interpretation, may impede origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections, any of which may result in an acceleration of, or reduction in, payments on your notes.

Receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors of those receivables.

Federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card receivables. Congress, the states, and regulatory agencies could further regulate the credit card and consumer credit industry in ways that (i) make it more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, (ii) reduce the finance charges and other fees that WFBNA or its affiliates can charge on credit card account balances, resulting in reduced collections, or (iii) cause cardholders to reduce their credit card usage.

Moreover, WFBNA must comply with the Servicemembers Civil Relief Act (“SCRA”) and similar state laws. The SCRA allows individuals on active duty in the military to cap the interest rate and fees on debts incurred before the call to active duty at 6%. In addition, subject to judicial discretion, any action or court proceeding in which an individual in military service is involved may be stayed if the individual’s rights would be prejudiced by denial of such a stay. Currently, some cardholders with outstanding balances have been placed on active duty in the military, and more may be placed on active duty in the future.

The regulations implementing the Military Lending Act (“MLA”) also apply to various WFBNA products, including credit cards and provide specific protections to covered borrowers. Those protections include a limit on the Military Annual Percentage Rate of 36%, written and oral delivery of certain required disclosures before origination, and a prohibition on certain loan terms including arbitration agreements. Creditors can rely on safe harbors for determining whether an applicant is a covered borrower. If WFBNA were to extend credit to a covered borrower without complying with the applicable MLA provisions, and the safe harbors were deemed not to apply, the credit card agreement could be void.

As a result of the consumer protection laws and regulations currently in effect, any consumer protection laws or regulations subsequently enacted or implemented, and changes in their regulatory application or judicial interpretation, it may be more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, and the finance charges and other fees that WFBNA as owner of the accounts can charge on credit card account balances may be reduced. Furthermore, cardholders may choose to use credit cards less as a result of these consumer protection laws and their respective application and interpretation. Each of these results, independently or collectively, may reduce the effective yield on the credit card accounts in the Trust Portfolio, which could result in an early redemption event and accelerated or reduced payments on your notes. See “Consumer Protection Laws” in this prospectus.

Congress, the states and regulatory agencies, including but not limited to the Board of Governors of the Federal Reserve and the CFPB, also could further regulate the credit card and consumer credit industry in ways that make it more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, that reduce the finance charges and other fees that WFBNA as owner of the accounts can charge on credit card account balances, or that cause cardholders to decrease their use of credit cards. See “—Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA.”

56

If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account and, as a result, the related receivables would be written off as uncollectible. The noteholders could suffer a loss if no funds are available from credit enhancement or other sources. See “Sources of Funds to Pay the Notes—Allocations of Reductions from Charge Offs” in this prospectus.

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections, which may result in reduction in payment on your notes.

If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account. As a result, the related receivables arising in that account would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount.”

Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA

The Financial Reform Act, which was signed into law on July 21, 2010, enacted sweeping financial regulatory reform, including providing for the creation of new federal regulatory agencies and the grant of additional authorities and responsibilities to existing regulatory agencies, to identify and address emerging systemic risks posed by the activities of financial services firms. The Financial Reform Act also provided for, among other things, enhanced regulation of derivatives and asset backed securities, restrictions on executive compensation, heightened capital and liquidity requirements for banks, and enhanced oversight of credit rating agencies. Additionally, the Financial Reform Act limited the ability of some federal laws to preempt state and local consumer protection laws. Several examples of new regulations implemented in whole or in part under the Financial Reform Act are set forth below.

The Financial Reform Act established the CFPB to regulate the offering of consumer financial products or services under federal consumer financial laws. In addition, the CFPB was granted general authority to prevent covered persons or service providers from committing or engaging in unfair, deceptive or abusive acts or practices under federal law in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. Pursuant to the Financial Reform Act, on July 21, 2011, certain federal consumer financial protection statutes and related regulatory authority were transferred to the CFPB. Consequently, certain federal consumer financial laws including, but not limited to, the Truth in Lending, Equal Credit Opportunity, Fair Credit Reporting, and Electronic Fund Transfer Acts, are currently enforced by the CFPB, subject to certain statutory limitations.

On August 31, 2011, the SEC issued an advance notice of proposed rulemaking relating to the exemptions from the status as an investment company under the Investment Company Act of 1940 relied upon by the issuing entity. While there has been no activity related to this rulemaking since the issuance of the advance notice of proposed rulemaking, we cannot predict if and when it may once again become active. At this time, we cannot predict what form any related final rules will take, whether the exemptions that the issuing entity relies on will continue to be available or whether new and prohibitive conditions to reliance on the exemptions will be included in any such final rules.

57

Many of the provisions under the Financial Reform Act have been implemented and others will continue to be phased in over time and will be subject to further rulemaking at the discretion of applicable regulatory bodies; the impact of the Financial Reform Act will depend significantly upon the content and implementation of the rules and regulations issued thereunder. The full extent to which the Financial Reform Act and its associated rules and regulations will impact the asset-backed securities market and credit card lending generally and the issuing entity, the transferor or WFBNA and their respective businesses and assets specifically remains uncertain. We can give no assurance that the new standards, or the manner in which they are interpreted and applied, will not have an material adverse impact on the issuing entity, the transferor or WFBNA, including on the level of receivables held in the issuing entity, the servicing of those receivables, or the amount of notes issued in the future.

WFBNA, Funding and the issuing entity could be named as defendants in litigation, resulting in increased expenses and greater risk of loss on your notes.

WFBNA is subject to the risks of litigation as a result of a number of factors and from various sources, including the highly regulated nature of the financial services industry, the focus of state and federal prosecutors on banks and the financial services industry and the structure of securitization funding programs in the credit card industry.

As an assignee of credit card receivables, the transferor or the issuing entity, as applicable, are likewise subject to the risks of litigation. In particular, the United States Court of Appeals for the Second Circuit, in Madden v. Midland Funding, LLC, 786 F.3d 246 (2d Cir. 2015), cert. denied, 136 S.Ct. 2505 (June 27, 2016), created uncertainty as to whether non-bank entities purchasing loans originated by a bank may rely on federal preemption of state usury laws, and such decision may create an increased risk of litigation challenging the transferor’s or the issuing entity’s ability to collect interest in accordance with the account terms of certain receivables. In Madden, the court considered a defaulted and charged off credit card loan made by a national bank, which was sold to an unaffiliated non-bank debt collector that continued to charge interest at the rate contracted for by the national bank, while attempting to collect on the loan. The borrower filed suit claiming among other things, that the rate charged by the non-bank entity exceeded the maximum interest rates allowable under New York usury law. The court concluded that federal preemption generally applicable to national banks did not apply to non-bank assignees if the assignee was not acting on behalf of a national bank, if a national bank no longer had an interest in the loan or if application of the state law did not significantly interfere with a national bank’s exercise of its federal banking powers. The Supreme Court denied a petition to hear the case on appeal.

In June 2019, two complaints were filed, one in the United States District Court for the Eastern District of New York (Cohen et al. v. Capital One Funding, LLC et al. (No. 19-03479 (E.D.N.Y. June 12, 2019), ECF No. 1)) and one in the United States District Court for the Western District of New York (Petersen et al. v. Chase Funding, LLC et al., No. 1:19-cv-00741 (W.D.N.Y. June 6, 2019)), each seeking class action status for plaintiffs against certain defendants affiliated with a national bank that have acted as special purpose entities in securitization transactions sponsored by each bank. Each complaint alleges that the defendants’ acquisition, collection and enforcement of the rates and fees in the bank’s credit card agreements for the acquired receivables violated New York’s civil usury law and, that, as in Madden, the defendants, as non-bank entities, are not entitled to the benefit of federal preemption of state usury law. Each complaint seeks a judgment declaring the receivables unenforceable, monetary damages and other legal and equitable remedies, such as disgorgement of all sums paid in excess of the usury limit. Motions to dismiss were filed in both cases. On September 21, 2020, the judge for the Petersen case granted the

58

defendants’ motion to dismiss, and on September 28, 2020, the judge for the Cohen case granted the defendants’ motion to dismiss with prejudice. While not overruling Madden, the judge in each case found that facts of the case were different and required a different result. The judge in each case also found that application of New York usury law would significantly interfere with a national bank’s right to sell and securitize loans. On October 21, 2020 and October 28, 2020, the plaintiffs in the Petersen and Cohen cases, respectively, filed appeals of the judges’ decisions in their respective cases with the United States Court of Appeals for the Second Circuit. The parties to both appeals have since stipulated to dismiss those appeals, which the court ordered. Accordingly, both appeals have been dismissed.

Although the appeals of the Cohen and Petersen actions have been dismissed, we cannot assure you that additional similar litigation would not be initiated against other bank-affiliated special purpose entities participating in securitizations of credit card receivables, such as the transferor and the issuing entity. Sales of credit card receivables by WFBNA to the transferor and by the transferor to the issuing entity (pursuant to a structure substantially similar to the structures that were the subject of the Cohen and the Petersen litigation) are distinguishable from the facts presented in the Madden case in that, among other differences, WFBNA continues to own the credit card accounts giving rise to the transferred receivables, WFBNA continues to originate and service those receivables, WFBNA continues to have exposure to (and, therefore, an interest in) those receivables through, among other things, the transferor’s retention of the Transferor Interest, and each of the transferor and the issuing entity is an affiliate of WFBNA. Nevertheless, litigation of this type would subject such participants to significant expense and exposure to loss and could result in such receivables with rates of interest that exceed applicable state usury limits being subject to interest rate reductions or being deemed void or unenforceable and requiring forfeiture of principal and/or interest (paid or to be paid). If this were to occur with respect to the transferor or the issuing entity, you may suffer a delay in payment or incur losses on your investment.

The OCC and the FDIC recently promulgated final rules that codify the “valid when made” doctrine, which affirms that if the interest rate on a loan is permissible under federal banking law at the time the loan was originated, the interest rate continues to be permissible when it is subsequently sold, assigned or otherwise transferred. The OCC final rule became effective on August 3, 2020, and the FDIC final rule became effective on August 21, 2020. The final rules were enacted in part in response to the uncertainty created by the Madden decision and serve as authority contrary to that decision. It is uncertain what deference courts will give to these final rules in litigation related to the charging of interest by the assignee of a loan originated by a federally insured depository institution, although one federal court in Colorado has determined it was bound by the new regulations. Rent-Rite Superkegs West, Ltd. v. World Business Lender, LLC, Case No. 1:19-cv-01552-RBJ (D. Colo.). On July 29, 2020, the Attorneys General of California, Illinois and New York filed an action against the OCC challenging the rule under the Administrative Procedure Act and seeking to have the valid when made rule declared unlawful and set aside. State of California, et al. v. The OCC et al., Case No. 4:20-cv-05200 (N.D. Cal.). On August 20, 2020, the Attorneys General of several states filed an action against the FDIC challenging the rule under the Administrative Procedure Act and seeking to have the FDIC rule declared unlawful and set aside. State of California, et al. v. The Federal Deposit Ins. Corp., Case No. 4:20-cv-05860 (N.D. Cal.). Both cases are in their early stages. It is also possible that Congressional action or other regulatory action could potentially invalidate the rules.

59

Certain EEA Regulated Investors are Subject to Due Diligence and Risk Retention Requirements Applicable to the Notes

Article 5 of the EU Securitization Regulation places certain conditions on investments in securitizations by institutional investors, as described under “EU Due Diligence and Risk Retention Rules Considerations” in this prospectus.

The EU Securitization Regulation allows institutional investors to invest in securitizations only if the originator, sponsor or original lender retains on an ongoing basis a material net economic interest in the securitization transaction, which, in any event, shall not be less than 5%, determined in accordance with Article 6 of the EU Securitization Regulation, and discloses the risk retention to institutional investors. Prior to holding a securitization position, an institutional investor is also required to verify, among other things, that the originator does not operate as a sole purpose securitization vehicle and that the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness.

Article 7 of the EU Securitization Regulation sets out transparency requirements for securitizations and contains provisions for the originator, sponsor and issuer of the securities, where applicable, to make available to investors and competent authorities and, upon request, to potential investors, certain information on a periodic basis, including quarterly information on the underlying exposures and investor reports containing prescribed data and information.

Certain disclosures are included in this prospectus, and the bank is agreeing to certain undertakings as described under “EU Due Diligence and Risk Retention Rules Considerations” in this prospectus. However, none of WFBNA, Funding, the issuing entity, the owner trustee, the indenture trustee, the paying agent, the note registrar, any of the underwriters, or any of their respective affiliates, makes any representation that any such disclosures and undertakings are sufficient for purposes of the EU due diligence and risk retention rules (including, without limitation, Article 7 of the EU Securitization Regulation) or other provisions of the EU Securitization Regulation (or any equivalent or similar requirements), or that the structure of the notes and the transactions described in this prospectus have the features necessary to qualify as an originator’s interest in accordance with the EU due diligence and risk retention rules (or any equivalent or similar requirements). Investors are required to independently assess and determine the sufficiency of such information, and each investor should consult with its own legal, accounting, regulatory and other advisors and/or its regulator to determine the sufficiency of the information set out in this prospectus for the purpose of satisfying applicable requirements. These requirements, and any other changes to the regulation or regulatory treatment of securitization transactions or of the notes applicable to particular investors, may negatively impact the regulatory position of those investors. In addition, such regulations could have a negative impact on the price and liquidity of the notes in the secondary market.

Any changes to the regulation or regulatory treatment of asset-backed securities, whether in the EU, the UK or elsewhere, may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of asset-backed securities such as the notes. Noteholders should analyze their own regulatory position, and are encouraged to consult with their legal, accounting, regulatory and other advisors and/or their regulator, regarding compliance with the EU due diligence and risk retention rules or other applicable regulations and the suitability of the notes for investment.

60

Transaction Structure Risks

[The following discussion of risks should be read together with the benchmark transition provisions under “Prospectus Summary—Interest Payments—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date” above, which define and further describe a number of terms and matters referred to below.]

[Interest on your notes will be calculated using a reference rate other than [•]-month LIBOR if a Benchmark Transition Event and related Benchmark Replacement Date occur.

The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. On November 30, 2020, the administrator of LIBOR announced its intention to consult on continuing the publication of certain tenors of LIBOR through June 30, 2023. U.S. financial regulators, in response to the announcement, noted that the continued publication of LIBOR would allow most legacy U.S. dollar LIBOR-referencing agreements to mature without disruption, but the regulators also reiterated their view that new contracts, including securitization issuances, should reference benchmark rates other than LIBOR as soon as possible. Notwithstanding this announcement, it remains impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. These factors may result in the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date, which could occur before the end of 2021 and while the Class [•](20[•]-[•]) notes remain outstanding.

If the Calculation Agent determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to [•]-month LIBOR prior to the legal maturity date, then the Calculation Agent will determine a Benchmark Replacement in accordance with the benchmark transition provisions described in “Prospectus Summary—Interest Payments—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date.” After such an event, interest on the Class [•](20[•]-[•]) notes will no longer be determined by reference to [•]-month LIBOR, but instead will be determined by the Calculation Agent by reference to the applicable Benchmark Replacement.

The selection of a Benchmark Replacement, and any decisions, determinations or elections made by the Calculation Agent in connection with implementing a Benchmark Replacement with respect to the Class [•](20[•]-[•]) notes in accordance with the benchmark transition provisions, including with respect to Benchmark Replacement Conforming Changes, could adversely affect the rate of interest on the Class [•](20[•]-[•]) notes which could adversely affect the return on, value of and market for the Class [•](20[•]-[•]) notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to [•]-month LIBOR, or that any Benchmark Replacement will produce the economic equivalent of [•]-month LIBOR as a reference rate for interest on the Class [•](20[•]-[•]) notes.]

[The interest rate for your notes may be calculated using alternative methods if LIBOR is no longer quoted and may be calculated using a different benchmark if LIBOR is discontinued.

To the extent that LIBOR is no longer quoted on the Reuters screen page “LIBOR01,” LIBOR will be determined using the alternative methods described in “Prospectus Summary—Interest Payments—[•]-month LIBOR.” Any of these alternative methods may result in interest

61

payments on the Class [•](20[•]-[•]) notes that are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on such notes if LIBOR was available in its current form. Further, the same reforms, actions, costs and/or risks that may lead to the discontinuation or unavailability of LIBOR may make one or more of the alternative methods impossible or impracticable to determine. If as a result of the discontinuation of LIBOR, or for other reasons such as an announcement by a relevant authoritative organization that LIBOR is no longer representative, the Calculation Agent determines that a Benchmark Transition Event has occurred with respect to LIBOR, then the Calculation Agent will designate a substitute or successor Benchmark to LIBOR and make conforming changes to the terms of the notes as described in “Prospectus Summary—Interest Payments—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date.” If the Calculation Agent is an affiliate of the issuing entity (as initially will be the case), the interests with respect to any determinations related to the change from LIBOR to another Benchmark may be adverse to the interests of the holders of the Class [•](20[•]-[•]) notes. Any of the foregoing may have an adverse effect on the value of, return on and trading market for your notes.]

[Regulation, reform and the potential or actual discontinuation of “benchmarks,” including LIBOR, may adversely affect the value of, return on and trading market for your notes.

LIBOR and certain other rates or indices which are deemed to be “benchmarks” are the subject of ongoing national and international regulatory scrutiny and proposals for reform. Some of these reforms are already effective, while others are still to be implemented or formulated. These reforms may cause such “benchmarks” to perform differently than they performed in the past or to be discontinued entirely and may have other consequences that cannot be predicted. Any such consequences could adversely affect the value of, return on and trading market for your notes.

Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of “benchmarks” could increase the costs and risks of administering or otherwise participating in the setting of a “benchmark” and complying with any such regulations or requirements. In addition, regulators have stated that they will no longer encourage or require banks to submit rates for LIBOR after 2021, and similar actions may be taken with respect to other “benchmarks” in the future. Such actions may have the effect of discouraging market participants from continuing to administer or participate in or contribute to certain “benchmarks,” trigger changes in the rules or methodologies used in certain “benchmarks,” or lead to the discontinuation of or unavailability of quotes for certain “benchmarks.” Uncertainty as to the nature and the effect of such reforms and actions and the potential or actual discontinuation of a “benchmark” may adversely affect the value of, return on and trading market for your notes.

To the extent interest payments on the Class [•](20[•]-[•]) notes are based on a specific “benchmark,” including LIBOR, that is discontinued or is no longer quoted, the applicable interest rate will be determined using the applicable alternative methods described in “Prospectus Summary—Interest Payments—[•]-month LIBOR.” Any of these alternative methods may result in an interest rate for the Class [•](20[•]-[•]) notes that is higher than, lower than or that does not otherwise correlate over time with the interest rate for the Class [•](20[•]-[•]) notes if the relevant “benchmark” was available in its current form. Further, the same reforms, actions, costs and/or risks that may lead to the discontinuation or unavailability of a “benchmark” may make one or more of the alternative methods impossible or impracticable to determine. Any such consequence could have an adverse effect on the value of, return on and trading market for your notes.]

62

[The Benchmark Replacement is uncertain and may not be a suitable replacement for [•]-month LIBOR.

The terms of the Class [•](20[•]-[•]) notes provide for a “waterfall” of alternative rates to be used to determine the rate of interest on the Class [•](20[•]-[•]) notes if a Benchmark Transition Event and related Benchmark Replacement Date occur and the Interpolated Benchmark cannot be determined. The first alternative rate in the waterfall is Term SOFR, a forward-looking rate which will be based on SOFR. However, Term SOFR does not exist as of the date of this prospectus, and there is no guarantee that Term SOFR will exist prior to a Benchmark Transition Event and related Benchmark Replacement Date. Even if Term SOFR is developed, it is unclear whether it will be a suitable replacement or successor for [•]-month LIBOR. Assuming Term SOFR does not exist at the time of a Benchmark Transition Event and related Benchmark Replacement Date, the second alternative rate in the waterfall is Compounded SOFR. Compounded SOFR is the compounded average of daily SOFR rates that is expected to be calculated in arrears, while [•]-month LIBOR is a forward-looking rate. However, there currently is no uniform market convention with respect to the calculation of Compounded SOFR. Uncertainty surrounding the establishment of market conventions related to the calculation of Term SOFR and Compounded SOFR and whether either alternative reference rate is a suitable replacement or successor for [•]-month LIBOR may adversely affect the value of and return on your notes.

The additional alternative rates referenced in the definition of “Benchmark Replacement” also are uncertain. If each alternative rate referenced in the definition of “Benchmark Replacement” below is unavailable or indeterminable, the Calculation Agent will determine the Benchmark Replacement that will apply to the Class [•](20[•]-[•]) notes. The substitution of a Benchmark Replacement for [•]-month LIBOR may adversely affect the value of and return on your notes.

In addition, the benchmark transition provisions provide for a Benchmark Replacement Adjustment to be added to the Unadjusted Benchmark Replacement in order to make the Unadjusted Benchmark Replacement more comparable to [•]-month LIBOR. However, such adjustment will not necessarily make the Unadjusted Benchmark Replacement equivalent to [•]-month LIBOR. In particular, the Benchmark Replacement Adjustment may be a one-time adjustment, so such adjustment above the applicable Unadjusted Benchmark Replacement may not respond to changes in unsecured bank credit risk or other market conditions on a periodic basis.]

[The rate of interest on the Notes may be determined by reference to a Benchmark Replacement even if [•]-month LIBOR continues to be published.

If a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to [•]-month LIBOR prior to the legal maturity date, the rate of interest on the Class [•](20[•]-[•]) notes will thereafter be determined by reference to the Benchmark Replacement. A Benchmark Transition Event includes, among other things, a public statement or publication of information by the regulatory supervisor for the administrator of [•]-month LIBOR announcing that [•]-month LIBOR is no longer representative. The rate of interest on the Class [•](20[•]-[•]) notes may therefore cease to be determined by reference to [•]-month LIBOR, and instead be determined by reference to the Benchmark Replacement, even if [•]-month LIBOR continues to be published. Such rate may be lower than [•]-month LIBOR for so long as [•]-month LIBOR continues to be published, and the value of and return on your notes may be adversely affected.]

63

[The Calculation Agent will make determinations with respect to your notes that could affect the value of and return on your notes.

The Calculation Agent will make certain determinations with respect to the Class [•](20[•]-[•]) notes as further described in this prospectus that may adversely affect the value of and return on the Class [•](20[•]-[•]) notes. In particular, if a Benchmark Transition Event and related Benchmark Replacement Date occur, the Calculation Agent will determine the Benchmark Replacement and the Benchmark Replacement Adjustment and can make Benchmark Replacement Conforming Changes in connection with the implementation of the applicable Benchmark Replacement as described under “Prospectus Summary—Interest Payments—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date.” Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments, such as with respect to the Benchmark Replacement or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Calculation Agent pursuant to the benchmark transition provisions set forth in this prospectus will be made in the Calculation Agent’s sole discretion and will become effective without consent from the holders of the Notes or any other party. In addition, the Calculation Agent may designate another entity to make any determination, decision or election that the Calculation Agent has the right to make in connection with the benchmark transition provisions set forth in this prospectus. Any designee that the Calculation Agent may appoint in connection with these determinations may be the Calculation Agent’s affiliate. When performing such functions, potential conflicts of interest may exist between the Calculation Agent, its designee and holders of the Class [•](20[•]-[•]) notes. All determinations by the Calculation Agent will be conclusive for all purposes and binding on the issuing entity and holders of the Class [•](20[•]-[•]) notes absent manifest error. In making these potentially subjective determinations, the Calculation Agent may have economic interests that are adverse to your interests, and such determinations may adversely affect the value of and return on your notes. Because the continuation of [•]-month LIBOR on the current basis cannot and will not be guaranteed, and because the Benchmark Replacement is uncertain, the Calculation Agent is likely to exercise more discretion in respect of calculating interest payable on your notes than would be the case in the absence of a Benchmark Transition Event and related Benchmark Replacement Date.

[Interest on your notes will be calculated using alternative methods if [•]-month LIBOR is not quoted on a particular day and a Benchmark Transition Event and related Benchmark Replacement Date have not occurred.

Under the terms of the Class [•](20[•]-[•]) notes, interest on the Class [•](20[•]-[•]) notes initially is based on [•]-month LIBOR. If [•]-month LIBOR is not quoted on the Reuters screen page as described in this prospectus on a relevant interest rate determination date (but a Benchmark Transition Event and related Benchmark Replacement Date have not occurred), such rate will be determined using the applicable alternative method described under the heading “Prospectus Summary—Interest Payments—[•]-month LIBOR.” In such case, the final alternative method for determining such rate is to use [•]-month LIBOR as in effect for the then-current interest accrual period.]

[WFBNA or its affiliates may publish research regarding benchmark rates that could affect the market value of your notes.

WFBNA or one or more of its affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally, or the LIBOR transition or SOFR

64

specifically. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding your notes. Any of these activities may affect the market value of your notes.]

[Negative benchmark rate would reduce the rate of interest on your notes.

The Class [•](20[•]-[•]) notes will initially accrue interest at a rate based on LIBOR. As a result, changes in LIBOR will affect the rate at which the Class [•](20[•]-[•]) notes accrue interest and the level of interest payments on the Class [•](20[•]-[•]) notes. To the extent that LIBOR (or an applicable replacement benchmark) decreases below 0.00% for any interest accrual period, the rate at which the Class [•](20[•]-[•]) notes accrue interest for such interest accrual period will also be reduced by the amount by which LIBOR (or such replacement benchmark) is negative; provided that the interest rate for any interest accrual period will not be less than 0.00%. A negative LIBOR (or applicable replacement benchmark) could result in the interest payable with respect to the Class [•](20[•]-[•]) notes decreasing to 0.00% for the related interest accrual period.]

The note interest rate and the receivables interest rate may reset at different times or fluctuate differently, resulting in a delay or reduction in payments on your notes.

Some credit card accounts may have finance charges set at a variable rate based on a designated index (for example, the prime rate). A series, class or tranche of notes may bear interest either at a fixed rate or at a floating rate based on a different index. If the rate charged on the credit card accounts declines, collections of finance charge receivables may be reduced without a corresponding reduction in the amounts payable as interest on the notes and other amounts paid from collections of finance charge receivables. This could result in delayed or reduced principal and interest payments to you.

Allocations of defaulted principal receivables and reallocation of Available Principal Amounts could result in a reduction in payment on your notes.

WFBNA, as servicer, will write off the principal receivables arising in credit card accounts in the Trust Portfolio if the principal receivables become uncollectible as determined under WFBNA’s policies and procedures. Your notes will be allocated a portion of these defaulted principal receivables. In addition, Available Principal Amounts may be reallocated to pay interest on senior classes of notes or to pay a portion of the servicing fee. You may not receive full repayment of your notes and full payment of interest due if (i) the nominal liquidation amount of your notes has been reduced by charge-offs resulting from uncovered Default Amounts or as the result of reallocations of Available Principal Amounts to pay interest and a portion of the servicing fee, and (ii) those amounts have not been reimbursed from Available Funds. For a discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount.”

Only some of the assets of the issuing entity are available for payments on any tranche of notes.

The sole sources of payment of principal of and interest on your tranche of notes are provided by:

● the portion of the Available Principal Amounts and Available Funds allocated to the WFCardSeries and available to your tranche of notes after giving effect to any reallocations and payments and deposits for senior notes;

65

● funds in the applicable issuing entity accounts for your tranche of notes; and

● payments received under any applicable derivative agreement for your tranche of notes.

As a result, you must rely only on the particular allocated assets as security for your tranche of notes for repayment of the principal of and interest on your notes. You will not have recourse to any other assets of the issuing entity or any other person for payment of your notes. See “Sources of Funds to Pay the Notes.”

In addition, if there is a sale of credit card receivables due to the insolvency of the transferor, due to an event of default and acceleration or on the applicable legal maturity date, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” your tranche of notes has recourse only to the proceeds of that sale, any amounts then on deposit in the issuing entity accounts allocated to and held for the benefit of your tranche of notes, and any amounts payable under any applicable derivative agreement.

Class B notes, Class C notes and Class D notes are subordinated and bear losses before Class A notes.

Class B notes of the WFCardSeries are subordinated in right of payment of principal and interest to Class A notes, Class C notes of the WFCardSeries are subordinated in right of payment of principal and interest to Class A notes and Class B notes, and Class D notes of the WFCardSeries are subordinated in right of payment of principal and interest to the Class A notes, the Class B notes and the Class C notes.

In the WFCardSeries, Available Funds are first used to pay interest due to Class A noteholders, next to pay interest due to Class B noteholders, next to pay interest due to Class C noteholders, and then to pay interest due to Class D noteholders. If Available Funds are not sufficient to pay interest on all classes of notes, the notes may not receive full payment of interest if, in the case of Class A notes, Class B notes and Class C notes, reallocated Available Principal Amounts, and in the case of Class C notes, amounts on deposit in the applicable Class C reserve subaccount, are insufficient to cover the shortfall.

In the WFCardSeries, Available Principal Amounts may be reallocated to pay interest on senior classes of notes of the WFCardSeries and to pay a portion of the servicing fee allocable to the WFCardSeries to the extent that Available Funds are insufficient to make such payments. In addition, charge-offs due to defaulted principal receivables in the issuing entity allocable to the WFCardSeries generally are reallocated from the senior classes to the subordinated classes of the WFCardSeries. If these reallocations of Available Principal Amounts and charge-offs are not reimbursed from Available Funds, the full stated principal amount of the subordinated classes of notes will not be repaid. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount” and “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Application of WFCardSeries Available Principal Amounts.”

In addition, after application to pay interest on senior classes of notes or to pay a portion of the servicing fee allocable to the WFCardSeries, Available Principal Amounts are first used to pay principal due to Class A noteholders, next to pay principal due to Class B noteholders, next to pay principal due to Class C noteholders, and then to pay principal due to Class D noteholders.

66

If there is a sale of the credit card receivables owned by the issuing entity due to an insolvency of the transferor or due to an event of default and acceleration relating to the WFCardSeries, the net proceeds of the sale allocable to principal payments for the receivables will generally be used first to pay amounts due to Class A noteholders, next to pay amounts due to Class B noteholders, next to pay amounts due to Class C noteholders, and then, to pay amounts due to Class D noteholders. This could cause a loss to Class A, Class B, Class C or Class D noteholders if the amount available to them is not enough to pay the Class A, Class B, Class C or Class D notes in full.

Payment of Class B notes, Class C notes and Class D notes may be delayed or reduced due to the subordination provisions.

For the WFCardSeries, subordinated notes, except as noted in the following paragraph, will be paid principal only to the extent that sufficient funds are available and such notes are not needed to provide the required subordination for senior classes of notes of the WFCardSeries. In addition, Available Principal Amounts allocated to the WFCardSeries will be applied first to pay shortfalls in interest on senior classes of notes, then to pay a portion of the shortfall in the servicing fee allocable to the WFCardSeries, and then to make targeted deposits to the principal funding subaccounts of senior classes of notes before being applied to make required deposits to the principal funding subaccounts of the subordinated notes.

If subordinated notes reach their expected principal payment date, or an early redemption event, event of default and acceleration, or other optional or mandatory redemption occurs relating to those subordinated notes prior to the legal maturity date, and cannot be paid because of the subordination provisions of the WFCardSeries indenture supplement, prefunding of the principal funding subaccounts for the senior notes of the WFCardSeries will begin, as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account,” and no Available Principal Amounts will be deposited into the principal funding subaccount of, or used to make principal payments on, the subordinated notes. After that time, the subordinated notes will be paid only if, and to the extent that:

● enough senior notes are repaid so that the subordinated notes are no longer necessary to provide the required subordination;

● new subordinated notes are issued so that the subordinated notes which are payable are no longer necessary to provide the required subordination;

● the principal funding subaccounts for the senior notes are prefunded so that the subordinated notes are no longer necessary to provide the required subordination; or

● the subordinated notes reach their legal maturity date.

This may result in a delay to, or reduction to or loss of, principal payments to holders of subordinated notes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”

67

Class A, Class B and Class C notes of the WFCardSeries can lose their subordination under some circumstances resulting in delayed or reduced payments to you.

Subordinated notes of the WFCardSeries may have expected principal payment dates and legal maturity dates earlier than some or all of the notes of the senior classes.

If notes of a subordinated class reach their expected principal payment date at a time when they are needed to provide the required subordination for the senior classes of the WFCardSeries and the issuing entity is unable to issue additional notes of that subordinated class or obtain acceptable alternative forms of credit enhancement, prefunding of the senior classes will begin and such subordinated notes will not be paid on their expected principal payment date. The principal funding subaccounts for the senior classes will be prefunded with Available Principal Amounts allocable to the WFCardSeries and available for that purpose in an amount necessary to permit the payment of those subordinated notes while maintaining the required subordination for the senior classes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account.”

There will generally be a [•]-month period between the expected principal payment date and the legal maturity date of the subordinated notes to prefund the principal funding subaccounts of the senior classes, if necessary. Notes of a subordinated class which have reached their expected principal payment date will not be paid until the remaining subordinated notes provide the required subordination for the senior notes, which payment may be delayed further as other subordinated notes reach their expected principal payment date. The subordinated notes will be paid on their legal maturity date, to the extent that any funds are available for that purpose from proceeds of the sale of receivables or otherwise, whether or not the senior classes of notes have been fully prefunded.

If the rate of repayment of principal receivables in the issuing entity were to decline during this prefunding period, then the principal funding subaccounts for the senior classes of notes may not be fully prefunded before the legal maturity date of the subordinated notes. In that event and only to the extent not fully prefunded, the senior classes would not have the required subordination beginning on the legal maturity date of those subordinated notes unless additional subordinated notes of that class were issued or enough senior notes have matured so that the remaining outstanding subordinated notes provide the necessary subordination.

The tables under “Annex I: The Representative Portfolio and the Trust Portfolio—The Representative Portfolio—Payment Rates” and under “Annex I: The Representative Portfolio and the Trust Portfolio—The Trust Portfolio—Payment Rates” in this prospectus set forth the highest and lowest cardholder monthly payment rates for the Representative Portfolio and the Trust Portfolio, respectively, in each case during the periods shown in such table. Payment rates may change due to a variety of factors, including economic, social and legal factors, changes in the terms of credit card accounts by WFBNA, or, in the case of the Trust Portfolio, the addition of credit card accounts to the Trust Portfolio with different characteristics. There can be no assurance that the payment rates will remain in these ranges in the future.

Addition of credit card accounts to the issuing entity and attrition of credit card accounts and receivables from the issuing entity may decrease the credit quality of the assets securing the

68

repayment of your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.

The assets of the issuing entity change every day. These changes may be the result of cardholder actions and preferences, marketing initiatives by WFBNA and other card issuers or other factors, including but not limited to, reductions in card usage, changes in payment patterns for revolving balances, closing of accounts in the Trust Portfolio, and transfers or conversions of accounts in the Trust Portfolio to new card accounts and other products. The transferor may choose, or may be required, to add credit card receivables to the issuing entity. The credit card accounts from which these receivables arise may have different terms and conditions from the credit card accounts already designated for the issuing entity. For example, the new credit card accounts may have higher or lower fees or interest rates, or different payment terms. In addition, WFBNA may transfer the receivables in credit card accounts purchased by WFBNA to the transferor for inclusion in the issuing entity if certain conditions are satisfied. Those accounts purchased by WFBNA will have been originated using the account originator’s underwriting criteria, not those of WFBNA. That account originator’s underwriting criteria may be different than those of WFBNA.

We cannot guarantee that new credit card accounts will be of the same credit quality as the credit card accounts currently or historically designated for the issuing entity. If the credit quality of the assets in the issuing entity were to deteriorate, the issuing entity’s ability to make payments on the notes could be adversely affected and your receipt of payments of principal and interest may be reduced, delayed or accelerated. See “The Transfer Agreement—Addition of Issuer Assets” in this prospectus.

You will not be notified of, nor will you have any right to consent to, the addition of any receivables in additional accounts to the issuing entity.

WFBNA may not be able to generate new receivables or designate new credit card accounts to the issuing entity when required by the transfer agreement. This could result in an acceleration of or reduction in payments on your notes.

The issuing entity’s ability to make payments on the notes will be impaired if sufficient new credit card receivables are not generated by WFBNA. Due to regulatory restrictions or for other reasons, WFBNA may be prevented from generating sufficient new receivables or designating new credit card accounts that are to be added to the issuing entity. We do not guarantee that new credit card accounts or receivables will be created, that any credit card account or receivable created will be eligible for inclusion in the issuing entity, that they will be added to the issuing entity, or that credit card receivables will be repaid at a particular time or with a particular pattern.

The transfer agreement provides that the transferor must transfer additional credit card receivables to the issuing entity if the total amount of principal receivables in the issuing entity falls below specified percentages of the total noteholder interests in the issuing entity. There is no guarantee that the transferor will have enough receivables to add to the issuing entity. If the transferor does not make an addition of receivables within ten Business Days after the date it is required to do so, an early redemption event will occur. Such early redemption event could result in an early payment of or reduction in payments on your notes. See “The Transfer Agreement—Addition of Issuer Assets” and “The Indenture—Early Redemption Events.”

69

If representations and warranties relating to the receivables are breached, payments on your notes may be reduced.

The transferor makes representations and warranties relating to the validity and enforceability of the receivables arising under the credit card accounts in the Trust Portfolio, and as to the perfection and priority of the issuing entity’s interests in the receivables. However, the indenture trustee will not make any examination of the receivables or the related assets for the purpose of determining the presence of defects, compliance with the representations and warranties or for any other purpose.

If a representation or warranty relating to the receivables in the Trust Portfolio is violated, the related obligors may have defenses to payment or offset rights, or creditors of the transferor may claim rights to the issuing entity’s assets. If a representation or warranty is violated, the transferor may have an opportunity to cure the violation. If it is unable to cure the violation, subject to certain conditions described under “The Transfer Agreement—Representations and Warranties” in this prospectus, the transferor must accept reassignment of each receivable affected by the violation. These reassignments are the only remedy for breaches of representations and warranties, even if your damages exceed your share of the reassignment price. See “The Transfer Agreement—Representations and Warranties” in this prospectus.

The objective of the asset representations review process is to independently identify noncompliance with a representation or warranty concerning the receivables but no assurance can be given as to its effectiveness.

Clayton will act as the asset representations reviewer under the asset representations review agreement. As more particularly described under “Requirements for SEC Shelf Registration—Asset Representations Review,” once both the delinquency trigger and the voting trigger have been met, the asset representations reviewer will conduct a review of receivables in the Trust Portfolio that are 60 or more days delinquent, and the related credit card accounts, for compliance with certain representations and warranties concerning those receivables made in the transfer agreement and the receivables purchase agreement. The objective of the review process, including the final determination by the asset representations reviewer, is to independently identify noncompliance with a representation or warranty concerning the receivables. The transferor will investigate any findings of noncompliance contained in the asset representations reviewer’s final report and make a determination regarding whether any such noncompliance constitutes a breach of any contractual provision of any transaction agreement. If the transferor determines that a breach has occurred, it will provide notice to WFBNA and the indenture trustee. See “The Transfer Agreement—Representations and Warranties” and “The Receivables Purchase Agreement—Representations and Warranties” and “—Repurchase Obligations” for a discussion of the obligations of the transferor and WFBNA, and the rights of the noteholders, if the transferor or WFBNA breaches certain representations and warranties concerning the receivables made in the transfer agreement and the receivables purchase agreement.

None of the accounts or receivables comprising the Trust Portfolio have been subject to the asset representations review process, and no assurance can be given that the asset representations review process will achieve the intended result of identifying noncompliance with representations and warranties concerning the receivables. A determination by the asset representations reviewer represents the analysis and the opinion of the reviewer based on the testing procedures related to the performance of its review, and there can be no assurance that any asset representations review will identify all inaccurate representations and warranties concerning the subject receivables. As a result, there can be no assurance that the asset representations review will

70

provide the transferor or the indenture trustee with an effective tool to identify a breach of any contractual provision. Neither investors nor the indenture trustee will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the asset representations reviewer.

The asset representations review agreement provides that, in connection with any review, the servicer will grant the asset representations reviewer access to copies of documentation related to the performance of its review of the accounts and receivables. The asset representations reviewer will conduct its review based on the information in the review materials and other generally available information. Therefore, the asset representations reviewer’s ability to determine if receivables have failed to comply with a representation or warranty will depend on whether the review materials for those receivables or the related accounts provide a sufficient basis for that conclusion.

Finally, even if none of the representations and warranties concerning the receivables are untrue, the receivables may still suffer from delinquencies and charge-offs, and the notes may incur losses or have reduced market values.

Issuance of additional notes may affect your voting rights and the timing and amount of payments to you.

The issuing entity expects to issue notes from time to time. The issuing entity may also “reopen” or later issue additional notes in your tranche of WFCardSeries notes. New notes may be issued without notice to existing noteholders, and without your or their consent, and may have different terms from outstanding notes. For a description of the conditions that must be met before the issuing entity can issue new notes, see “The Notes—Issuances of New Series, Classes and Tranches of Notes.”

The issuance of new notes could adversely affect the timing and amount of payments on outstanding notes. For example, if notes in a series issued after your notes have a higher interest rate than your notes, this could result in a reduction in the Available Funds used to pay interest on your notes. Also, when new notes are issued, the voting rights of your notes will be diluted. See “—You may have limited or no ability to control actions under the indenture, transfer agreement, and servicing agreement. This may result in, among other things, accelerated payment of principal when it is in your interest to receive payment of principal on the expected principal payment date, or it may result in payment of principal not being accelerated when it is in your interest to receive early payment of principal” below.

You may have limited or no ability to control actions under the indenture, transfer agreement, and servicing agreement. This may result in, among other things, accelerated payment of principal when it is in your interest to receive payment of principal on the expected principal payment date, or it may result in payment of principal not being accelerated when it is in your interest to receive early payment of principal.

Under the indenture, some actions require the consent of noteholders holding all or a specified percentage of the aggregate outstanding dollar principal amount of notes of a series, class or tranche. In the case of votes by series or votes by holders of all of the notes, the outstanding dollar principal amount of the senior-most classes of notes will generally be substantially greater than the outstanding dollar principal amount of the subordinated classes of notes. Consequently, the noteholders of the senior-most class of notes will generally have the ability to determine

71

whether and what actions should be taken. The subordinated noteholders will generally need the concurrence of the senior-most noteholders to cause actions to be taken.

The WFCardSeries is a series of notes issued by the issuing entity under the indenture, and noteholders have consent rights under the transfer agreement and trust agreement. See “The Indenture—Voting.” Under the transfer agreement and trust agreement, some actions require the vote of a specified percentage of the aggregate principal amount of all of the noteholders of all series, classes or tranches of notes. These actions include consenting to amendments to the transfer agreement or the trust agreement. While the outstanding principal amount of the WFCardSeries is currently larger than the outstanding principal amount of any other series of notes issued pursuant to the indenture, noteholders may need the concurrence of the holders of the other series, classes or tranches of notes in order to cause actions to be taken. Additionally, other series of notes may be issued under the indenture in the future without the consent of any noteholders. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WF Card Issuance Trust.” If new series of notes are issued, the holders of the new notes may have the ability to determine generally whether and how actions are taken regarding certain actions under the transfer agreement. As a result, the noteholders of the WFCardSeries, in exercising their voting powers may need the concurrence of the holders of the other series of notes to cause actions to be taken.

If an event of default occurs, your remedy options may be limited and you may not receive full payment of principal and accrued interest.

Your remedies may be limited if an event of default affecting your series, class or tranche of notes occurs. After the occurrence of an event of default affecting your series, class or tranche of notes and an acceleration of your notes, any funds in an issuing entity account for that series, class or tranche of notes will be applied to pay principal of and interest on that series, class or tranche of notes. Then, in each following month, Available Principal Amounts and Available Funds will be deposited into the applicable issuing entity account, and applied to make monthly principal and interest payments on that series, class or tranche of notes until the legal maturity date of that series, class or tranche of notes.

However, if your notes are subordinated notes of a multiple tranche series, you generally will receive payment of principal of those notes only if and to the extent that, after giving effect to that payment, the required subordination will be maintained for the senior classes of notes in that series.

Following an event of default and acceleration, holders of the affected notes will have the ability to direct a sale of credit card receivables held by the issuing entity only under the limited circumstances as described in “The Indenture—Events of Default,” “—Events of Default Remedies” and “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

However, following an event of default and acceleration relating to subordinated notes of a multiple tranche series, if the indenture trustee or not less than 66 2/3% of the noteholders of the affected class or tranche directs the issuing entity to sell credit card receivables, the sale will occur only if, after giving effect to that payment, the required subordination will be maintained for the senior notes in that series by the remaining notes or if such sale occurs on the legal maturity date. However, if principal of or interest on a tranche of notes has not been paid in full on its legal maturity date, the sale will automatically take place on that date regardless of the subordination requirements of any senior classes of notes.

72

Even if a sale of receivables is permitted, we can give no assurance that the proceeds of the sale will be enough to pay unpaid principal of and interest on the accelerated notes.

[The derivative agreement can affect the amount of credit enhancement available to the Class [•](20[•]-[•]) notes.

Since the derivative counterparty makes payments under the derivative agreement based on a [•] rate for the related Transfer Date and the issuing entity makes payments under the derivative agreement based on a [•] rate for the related Transfer Date, it is possible that the amount owing to the derivative counterparty for any Transfer Date could exceed the amount owing to the issuing entity for the related Transfer Date and that a net derivative payment will be owing by the issuing entity to the derivative counterparty. If a net derivative payment is owing by the issuing entity to the derivative counterparty for any Transfer Date, the derivative counterparty will be entitled to that payment from Available Funds and certain other available amounts otherwise allocated to the Class [•](20[•]-[•]) notes and deposited into the interest funding subaccount for the Class [•](20[•]-[•]) notes. If deposits to the interest funding subaccount for net derivative payments are made out of reallocated Available Principal Amounts, the amount of credit enhancement supporting the Class [•](20[•]-[•]) notes may be reduced.]

[A payment default under the derivative agreement or a termination of the derivative agreement may result in early or reduced payment on the Class [•](20[•]-[•]) notes.

If the long-term, senior unsecured debt rating of the derivative counterparty is reduced below “[•]” by SP Global Ratings or below “[•]” by Moody’s, or if either rating is withdrawn by SP Global Ratings or Moody’s, the derivative counterparty will be directed to assign its rights and obligations under the derivative agreement to a replacement derivative counterparty. You should be aware that there may not be a suitable replacement derivative counterparty. In addition, we cannot assure you that any assignment of the derivative counterparty’s rights and obligations will occur. A payment default by the derivative counterparty or the issuing entity may result in the termination of the derivative agreement. The derivative agreement may also be terminated upon the occurrence of certain other events described under “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes.” [Although the rating agencies have not relied on the ratings of the derivative counterparty in rating any notes, but rather have relied on the value of the receivables and the benefits of the applicable credit enhancement, we cannot assure you that interest on the Class [•](20[•]-[•]) notes can be paid if a payment default by the derivative counterparty occurs.]]

[Notwithstanding the existence of the derivative agreement, the occurrence of certain events may result in early payment on the Class [•](20[•]-[•]) notes.

If the issuing entity becomes an “investment company” within the meaning of the Investment Company Act of 1940, as amended, an “investment company early redemption event” will have occurred, which will cause Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes, including amounts on deposit in the related principal funding subaccount, if any, to be paid to the Class [•](20[•]-[•]) noteholders as described under “The Indenture—Early Redemption Events” in this prospectus. The occurrence of an early redemption event other than an investment company early redemption event will cause Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes to be accumulated in the related principal funding subaccount and not paid to the Class [•](20[•]-[•]) noteholders until the expected principal payment date for the Class [•](20[•]-[•]) notes, unless any of the following events occurs: the derivative agreement is terminated, an interest reserve account event occurs (as described under “The Class [•](20[•]-[•])

73

Notes—Derivative Agreement”), an investment company early redemption event occurs or an event of default and acceleration of the Class [•](20[•]-[•]) notes occurs. Upon the occurrence of any such event, such amounts will not be accumulated, but instead will be paid to the Class [•](20[•]-[•]) noteholders. We cannot assure you that any of these events will not occur prior to the expected principal payment date for the Class [•](20[•]-[•]) notes. See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes” and “The Indenture—Events of Default” and “—Early Redemption Events.”]

[Under the benchmark transition provisions set forth under “Prospectus Summary—Interest Payments—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date,” if a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to [•]-month LIBOR and the Calculation Agent cannot determine the Interpolated Benchmark with respect to [•]-month LIBOR prior to the legal maturity date, then the rate of interest on the Class [•](20[•]-[•]) notes will be determined based on SOFR unless a Benchmark Transition Event and related Benchmark Replacement Date also occur with respect to the Benchmark Replacements based on SOFR, in which case the rate of interest on the Class [•](20[•]-[•]) notes will be based on the next-available Benchmark Replacement. In the following discussion of risks relating to SOFR, references to the Class [•](20[•]-[•]) notes or your notes mean the Class [•](20[•]-[•]) notes at any time when the rate of interest on the Class [•](20[•]-[•]) notes is or will be determined based on SOFR.]

[The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is not expected to be a comparable replacement for LIBOR.

In June 2017, the FRBNY’s Alternative Reference Rates Committee (the “ARRC”) announced SOFR as its recommended alternative to LIBOR. However, the composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is a broad Treasury repo financing rate that represents overnight secured funding transactions and is not the economic equivalent of LIBOR. While SOFR is a secured rate, LIBOR is an unsecured rate. And, while SOFR is currently only an overnight rate, LIBOR is a forward-looking rate that represents interbank funding for a specified term.

As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. For the same reasons, SOFR is not expected to be a comparable replacement for LIBOR.]

[SOFR has a very limited history, and the future performance of SOFR cannot be predicted based on historical performance.

The publication of SOFR began in April 2018, and, therefore, it has a very limited history. In addition, the future performance of SOFR cannot be predicted based on the limited historical performance. Levels of SOFR following the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date may bear little or no relation to the historical actual or historical indicative data. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. While some pre-publication historical data have been released by the FRBNY, such analysis inherently involves assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR may be inferred from any of the historical actual or historical indicative data. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR.]

74

[SOFR may be more volatile than other benchmark or market rates.

Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as [•]-month LIBOR, during corresponding periods, and SOFR may bear little or no relation to the historical actual or historical indicative data. In addition, although changes in Term SOFR and Compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Class [•](20[•]-[•]) notes may fluctuate more than floating rate securities that are linked to less volatile rates.]

[Any failure of SOFR to gain market acceptance could adversely affect the Class [•](20[•]-[•]) notes.

According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return on and value of the Class [•](20[•]-[•]) notes and the price at which investors can sell the Class [•](20[•]-[•]) notes in the secondary market.]

[The secondary trading market for securities linked to SOFR may be limited.

If SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to the Class [•](20[•]-[•]) notes, the trading price of the Class [•](20[•]-[•]) notes may be lower than those of securities that are linked to rates that are more widely used. Similarly, market terms for securities that are linked to SOFR, including, but not limited to, the spread over the reference rate reflected in interest rate provisions, may evolve over time, and as a result, trading prices of the Class [•](20[•]-[•]) notes may be lower than those of later-issued securities that are based on SOFR. Investors in the Class [•](20[•]-[•]) notes may not be able to sell the Class [•](20[•]-[•]) notes at all or may not be able to sell the Class [•](20[•]-[•]) notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.]

[SOFR may be modified or discontinued.

SOFR is a relatively new rate, and the FRBNY (or a successor), as administrator of SOFR, may make methodological or other changes that could change the value of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on the Class [•](20[•]-[•]) notes, which may adversely affect the trading prices of the Class [•](20[•]-[•]) notes. The administrator of SOFR may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of SOFR in its sole discretion and without notice and has no obligation to consider the interests of holders of the Class [•](20[•]-[•]) notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR.]

75

General Risk Factors

There is no public market for the notes. As a result you may be unable to sell your notes or the price of the notes may suffer.

The underwriters of the notes may assist in resales of the notes but they are not required to do so. A secondary market for any notes may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes.

In addition, some notes have a more limited trading market and experience more price volatility. There may be a limited number of buyers when you decide to sell those notes. This may affect the price you receive for the notes or your ability to sell the notes.

Moreover, recent and continuing events in financial markets, including increased illiquidity, de-valuation of various assets in secondary markets and the lowering of ratings on certain asset-backed securities, may reduce the market price or adversely affect the liquidity of your notes. The COVID-19 pandemic has also disrupted economies and introduced significant volatility into financial markets and uncertainty as to when economic and market conditions may return to normalcy, which in turn has limited secondary market liquidity for asset-backed securities such as the notes, so there can be no assurance that you will be able to sell your notes at favorable prices or at all.

You should not purchase notes unless you understand and know you can bear these investment risks.

You may not be able to reinvest any early redemption proceeds in a comparable security.

If your notes are redeemed at a time when prevailing interest rates are relatively low, you may not be able to reinvest the redemption proceeds in a comparable security with an effective interest rate equivalent to that of your notes.

If the ratings of the notes are lowered or withdrawn, their market value could decrease.

The initial rating of a note addresses the likelihood of the payment of interest on that note when due and the ultimate payment of principal of that note by its legal maturity date. The ratings do not address the likelihood of payment of principal of that note on its expected principal payment date. In addition, the ratings do not address the possibility of early payment or acceleration of a note, which could be caused by an early redemption event or an event of default. See “The Indenture—Early Redemption Events” and “—Events of Default.”

The ratings of a series, class or tranche of notes are not a recommendation to buy, hold or sell that series, class or tranche of notes. The ratings of the notes may be lowered or withdrawn entirely at any time by the applicable note rating agency without notice from WFBNA, the transferor or the issuing entity to noteholders of the change in rating. In addition, a note rating agency could choose to provide an unsolicited rating on a series, class or tranche of notes, without notice to or from WFBNA, the transferor or the issuing entity and that unsolicited rating could be lower than the ratings provided by the other rating agencies. If a series, class or tranche of notes has had its ratings lowered or withdrawn, or if a series, class or tranche of notes has received an unsolicited rating that is lower than the other ratings of such series, class or tranche of notes, the market value of that series, class or tranche of notes could decrease.

76

Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions

WF Card Issuance Trust

The notes will be issued by WF Card Issuance Trust, a Delaware statutory trust (referred to as the issuing entity) established under the laws of the State of Delaware on February 24, 2020. The issuing entity’s principal offices are located at c/o Wilmington Trust, National Association, as owner trustee, 1100 North Market Street, Wilmington, Delaware 19890-0001, in care of Wilmington Trust, National Association, as owner trustee. Its telephone number is (302) 636-6189.

Funding is the depositor and the transferor to the issuing entity. Pursuant to a receivables purchase agreement, WFBNA sells to the transferor its right, title and interest in the receivables in the accounts designated for inclusion in the issuing entity. See “The Receivables Purchase Agreement.” Those receivables are then transferred, subject to certain conditions, by Funding to the issuing entity. See “The Transfer Agreement—Addition of Issuer Assets.”

The issuing entity’s activities include, but are not limited to:

● acquiring and holding the receivables in revolving credit card accounts designated to the issuing entity and the proceeds from these assets; granting a security interest in these receivables

● acquiring and holding the other assets of the issuing entity and the proceeds from these assets, and granting a security interest in these assets;

● issuing notes, including the Class [•](20[•]-[•]) notes;

● making payments on the notes; and

● engaging in other activities that are necessary or incidental to accomplish these limited purposes.

The assets of the issuing entity currently, or in the future may, consist of:

● receivables arising in selected Visa or American Express credit card accounts, and revolving credit card accounts of one or more other major credit card payment networks, including Mastercard, that meet the eligibility criteria and are designated for inclusion in the Trust Portfolio (these eligibility criteria are discussed in this prospectus under “The Transfer Agreement—Addition of Issuer Assets”);

● [derivative agreements that the issuing entity may enter into from time to time to manage interest rate or currency risk relating to certain series, classes or tranches of notes;] and

● funds on deposit in the issuing entity accounts.

See “Sources of Funds to Pay the Notes” in this prospectus for greater detail regarding the assets of the issuing entity.

The credit card receivables in the issuing entity consist primarily of principal receivables and finance charge receivables. Finance charge receivables include periodic finance charges, cash advance fees, late charges and certain other fees billed to cardholders, annual membership fees, recoveries on

77

receivables in Defaulted Accounts, and discount option receivables. Principal receivables include amounts charged by cardholders for merchandise and services and amounts advanced to cardholders as cash advances and all other fees billed to cardholders that are not considered finance charge receivables.

The percentage of the interchange attributed to cardholder charges for goods and services in the accounts designated to the issuing entity will be transferred to the issuing entity. Interchange arising under the related accounts will be treated as collections of finance charge receivables and used to pay a portion of the servicing fee paid to the servicer. See “WFBNA’s Credit Card Activities—Interchange” for a discussion of interchange.

For detailed financial information on the receivables and the accounts in each of the Representative Portfolio and the Trust Portfolio, see “Annex I: The Representative Portfolio and the Trust Portfolio” accompanying this prospectus. For static pool information regarding the performance of the receivables in each of the Representative Portfolio and the Trust Portfolio, see “Annex II: Static Pool Information” accompanying this prospectus.

The issuing entity was initially capitalized by a $1 contribution from the beneficiary, which is Funding. It is not expected that the issuing entity will have any other significant assets or means of capitalization. The fiscal year for the issuing entity will end on December 31 of each year.

The issuing entity is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940, as amended, without reliance on Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended.

Uniform Commercial Code (“UCC”) financing statements have been filed to perfect the ownership or security interests of the issuing entity and the indenture trustee described in this prospectus. See “Risk Factors” for a discussion of risks associated with the issuing entity and the assets of the issuing entity, and see “The Indenture—Issuing Entity Covenants” and “WF Card Issuance Trust—Representations and Warranties” for a discussion of covenants regarding the perfection of security interests.

The issuing entity will operate pursuant to a trust agreement between Funding and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, which is the owner trustee. The issuing entity does not have any officers or directors. Currently, its sole beneficiary is Funding. The powers and duties of the owner trustee are ministerial only. The beneficiary is authorized to take action, on behalf of the issuing entity, and to direct the owner trustee to take action, on behalf of the issuing entity, with respect to the management of the issuing entity and its assets. Accordingly, all determinations of and actions taken by the issuing entity will be made or taken by either the beneficiary, on behalf of the issuing entity, or by the owner trustee at the direction of the beneficiary, on behalf of the issuing entity.

Funding and the owner trustee may amend the trust agreement without the consent of the noteholders or the indenture trustee so long as the amendment is not reasonably expected to (i) adversely affect in any material respect the interests of the noteholders, or (ii) significantly change the purpose and powers of the issuing entity, as set forth in the trust agreement. Accordingly, neither the indenture trustee nor any holder of any note will be entitled to vote on any such amendment.

In addition, if holders of not less than (a) in the case of a significant change in the purpose and powers of the issuing entity which is not reasonably expected to have a material adverse effect on the noteholders, a majority of the aggregate outstanding dollar principal amount of the notes affected by an amendment consent, and (b) in all other cases, 66 2/3% of the aggregate outstanding dollar principal amount of the notes affected by an amendment consent, the trust agreement may be amended for the purpose

78

of (i) adding, changing or eliminating any provisions of the trust agreement or of modifying the rights of those noteholders or (ii) significantly changing the purposes and powers of the issuing entity. However, the trust agreement may not be amended without the consent of the holders of all of the notes then outstanding if the proposed amendment would (i) increase or reduce in any manner the amount of, or accelerating or delaying the timing of, collections of payments in respect of the assets of the issuing entity or distributions that are required to be made for the benefit of the noteholders, or (ii) reduce the aforesaid percentage of the outstanding dollar principal amount of the notes, the holders of which are required to consent to any such amendment.

See “The Indenture—Tax Opinions for Amendments” for additional conditions to amending the trust agreement.

WF Card Funding, LLC

WF Card Funding, LLC (referred to as “Funding”) is a limited liability company formed under the laws of Delaware and a direct subsidiary of WFBNA. Funding is the transferor and depositor to, as well as the beneficiary of, the issuing entity. As the transferor of the issuing entity, Funding purchases receivables arising in certain credit card accounts owned by WFBNA. Funding may then, subject to certain conditions, add those receivables to the issuing entity.

Funding was created for the limited purpose of (i) purchasing from WFBNA, and any applicable successor, receivables arising in certain credit card accounts originated or acquired by WFBNA, and (ii) transferring those receivables to the issuing entity. Funding has and will continue to purchase and transfer receivables for addition to the issuing entity. Since its formation, Funding has been engaged in these activities as (i) the purchaser of receivables from WFBNA pursuant to the receivables purchase agreement, (ii) the transferor of receivables to the issuing entity pursuant to the transfer agreement, (iii) the beneficiary and transferor that formed and capitalized the issuing entity pursuant to the trust agreement, (iv) the holder of the Transferor Interest, and (v) the beneficiary and transferor that executes underwriting, subscription and purchase agreements, as applicable, in connection with each issuance of notes.

A description of Funding’s obligations as transferor of the receivables to the issuing entity can be found in “The Transfer Agreement—Conveyance of Receivables,” “—Addition of Issuer Assets,” “—Removal of Accounts” and “—Representations and Warranties.” Funding’s obligations under the transfer agreement include, among other things, to record the transfer of the receivables to the issuing entity and to take all actions necessary to perfect and maintain the perfection of the issuing entity’s interest in the receivables, including the filing of UCC financing statements for that transfer.

WFBNA and Affiliates

Wells Fargo Bank, National Association (referred to as “WFBNA”) is a national banking association. WFBNA is an indirect wholly-owned subsidiary of Wells Fargo & Company (“WFC”) and is primarily engaged in retail, commercial and corporate banking, real estate lending and trust and investment services. As of [•], WFBNA had total assets of $[•] billion, total deposits of $[•] billion and total equity of $[•] billion based on regulatory accounting principles. No securitizations secured by credit card receivables sponsored by WFBNA have experienced an event of default or an event triggering early amortization. WFBNA is a national banking association chartered by the OCC and is subject to the regulation, supervision and examination of the OCC.

WFC is a bank holding company and a financial holding company, with its principal executive offices located in San Francisco, California. Additional information regarding WFC is set forth in its

79

Annual Report on Form 10-K for the fiscal year ended [•], together with any subsequent periodic and current reports it filed with the SEC pursuant to the Securities Exchange Act of 1934.

WFBNA has sponsored securitization transactions since 1988. WFBNA and its affiliates, together with their predecessors, have been involved with the origination and securitization of auto loans, student loans, home equity loans, residential mortgage loans, and commercial mortgage loans, as well as other asset classes. WFBNA and its affiliates, together with their predecessors, have served as sponsors, issuers, dealers, master servicers, trustees, servicers certificate administrators and custodians, among other roles in a wide array of securitization transactions.

WFBNA has been issuing credit cards and servicing credit card accounts since the 1960s and is responsible for servicing the credit card receivables transferred to the issuing entity. See “The Servicing Agreement—Collection and Other Servicing Procedures.” WFBNA currently services the Representative Portfolio in the manner described in “WFBNA’s Credit Card Activities.” WFBNA has the ability under the servicing agreement to delegate certain of its servicing functions to one or more affiliates or third parties. However, despite any such delegation, WFBNA would remain the servicer of the issuing entity and would remain obligated to service the receivables in the issuing entity. See “WFBNA’s Credit Card Portfolio” for a description of WFBNA’s general policies and procedures for its credit card portfolio.

WFBNA also acts as calculation agent for the issuing entity, and in that capacity will perform administrative functions relating to the designation of the benchmark by which interest on the Class [•](20[•]-[•]) Notes will be determined, including making determinations regarding whether a Benchmark Transition Event or Benchmark Replacement Date have occurred and designating any Benchmark Replacement.

One or more other affiliates of WFBNA may provide complementary technology, network and operational support to WFBNA.

WFBNA is also the paying agent and the note registrar for the issuing entity and, in its capacity as paying agent, WFBNA invests funds in the issuing entity accounts at the written direction of the issuing entity and is responsible for making payments to noteholders. In its capacity as note registrar, WFBNA authenticates, cancels and otherwise administers the notes.

Wells Fargo Securities, LLC, one of the underwriters of the Class [•](20[•]-[•]) notes, is an affiliate of WFBNA, Funding and the issuing entity. See “Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds).”

Credit Risk Retention

Funding, a wholly-owned subsidiary of WFBNA, owns the Transferor Interest, which represents the rights to receive amounts not allocated to the notes of any series. All amounts collected on finance charge receivables, all amounts collected on principal receivables and all receivables in Defaulted Accounts will be allocated between all series of notes issued and outstanding and the Transferor Interest, based on a varying percentage called the investor percentage. Each allocation will be made by reference to the applicable investor percentage of each series and the Transferor Percentage. Until principal amounts are needed to be accumulated to pay any tranche of WFCardSeries notes (including the Class [•](20[•]-[•]) notes), principal amounts allocable to that tranche of notes will be applied to other WFCardSeries notes which are accumulating principal or paid to Funding as holder of the Transferor Interest. Amounts payable to the holder of the Transferor Interest with respect to amounts collected on principal receivables will be paid to that holder if, and only to the extent that, the Transferor Interest on such date is greater than the Minimum Transferor Interest on such date and otherwise will be deposited in the excess funding account

80

and treated as Unallocated Principal Collections. At the discretion of the holder of the Transferor Interest, the Transferor Interest may be held either in an uncertificated form or in the form of a certificate representing the Transferor Interest, called a transferor certificate.

In October 2014, the SEC, the FDIC and certain other banking regulators jointly adopted final rules (the “U.S. risk retention rules”) requiring a “sponsor” of a securitization transaction (or certain affiliates of the sponsor) to retain a portion of the credit risk of the asset-backed securities transaction. WFBNA, as sponsor, complies with the U.S. risk retention rules through retention by Funding of a “seller’s interest” for purposes of the U.S. risk retention rules, in the form of the Transferor Interest, in an amount equal to not less than five percent of the aggregate unpaid principal balance of the outstanding notes issued by the issuing entity, measured in accordance with the requirements of the U.S. risk retention rules and determined at the closing of each issuance of notes and monthly thereafter, as provided in the U.S. risk retention rules. In determining the aggregate unpaid principal balance of the outstanding notes, any notes held for the life of such notes by WFBNA or its wholly-owned affiliates may be disregarded and deemed not to be outstanding. The aggregate unpaid principal balance may also be reduced by funds then on deposit in segregated principal funding sub-accounts to the extent permitted by the U.S. risk retention rules. We refer to this aggregate unpaid principal balance of the outstanding notes, with the reductions, if any, described immediately above, as the “aggregate adjusted outstanding investor ABS interests.” A “wholly-owned affiliate” refers to a person (other than the issuing entity) that, directly or indirectly, wholly controls, is wholly controlled by, or is wholly under common control with, another person. For purposes of this definition, “wholly controls” means ownership of 100 percent of the equity of any entity.

The amount of principal receivables in the issuing entity will vary each day as new principal receivables are created and others are paid or charged off as uncollectible. Therefore, the amount of the Transferor Interest fluctuates each day based on variations in the interest of the noteholders of each series of notes (measured by the aggregate nominal liquidation amount for all outstanding series of notes) and variations in the amount of principal receivables in the issuing entity. The Transferor Interest will generally increase as a result of reductions in the aggregate nominal liquidation amount of all series of outstanding notes and will generally decrease as a result of increases in the aggregate nominal liquidation amount of all series of outstanding notes (including an increase in the aggregate nominal liquidation amount of all series of outstanding notes in connection with the issuance of a new class or tranche of WFCardSeries notes).

Funding expects the Transferor Interest to be equal to approximately $[•], representing approximately [•]% of the aggregate adjusted outstanding investor ABS interests issued by the issuing entity as of the closing date for the Class [•](20[•]-[•]) notes, measured in accordance with the provisions of the U.S. risk retention rules. As permitted under the U.S. risk retention rules, for purposes of determining the size of the Transferor Interest on that closing date, we have used the aggregate principal balance of the receivables in the Trust Portfolio as of [insert date not more than 60 days prior to the date of first use of this disclosure with investors] and the aggregate adjusted outstanding investor ABS interests issued by the issuing entity that are expected to be outstanding as of that closing date, including $[•] of Class [•](20[•]-[•]) notes and related adjustments to the amount of subordinated notes outstanding. The amount of the Transferor Interest retained on the closing date for the Class [•](20[•]-[•]) notes will be disclosed by the issuing entity in a current report on Form 8-K within a reasonable time after closing if that amount is materially different from the amount disclosed in this prospectus. Following the closing of the Class [•](20[•]-[•]) notes, the amount of the Transferor Interest as of each subsequent monthly measurement date will be disclosed in the distribution report on Form 10-D for the distribution period in which such monthly measurement date occurs.

WFBNA’s obligation to comply with the U.S. risk retention rules and Funding’s obligation to maintain the Transferor Interest so that it equals or exceeds the Minimum Transferor Interest are independent obligations and are determined differently. See “The Transfer Agreement—The Receivables”

81

and the definition of “Minimum Transferor Interest” in the glossary for a description of Funding’s obligation to maintain the Transferor Interest and how the Minimum Transferor Interest is determined.

See “EU Due Diligence and Risk Retention Rules Considerations” above in this prospectus for a discussion of the bank’s retained interest in the securitization transaction with reference to the EU due diligence and risk retention rules.

Certain Interests in the Issuing Entity

As described above under “—Credit Risk Retention,” Funding owns the Transferor Interest. The Transferor Interest was approximately $[•] as of [•][•], 20[•].

As of the date of this prospectus, Funding and/or certain other affiliates of WFBNA own all or a portion of one or more tranches of the Class B WFCardSeries notes, the Class C Card WFCardSeries notes, and the Class D WFCardSeries notes that have been issued and are outstanding. As of [•], 20[•], the aggregate outstanding dollar principal amount of these Class B WFCardSeries notes was $[•], the aggregate outstanding dollar principal amount of these Class C WFCardSeries notes was $[•], and the outstanding dollar principal amount of the Class D WFCardSeries notes was approximately $[•].

Subject to certain restrictions on transfer, each of Funding and WFBNA’s other affiliates may, at any time and from time to time, sell or otherwise transfer all or any portion of its interest in the notes that it has retained, and in the case of Funding, may sell or otherwise transfer any portion of its interest in the Transferor Interest in excess of the portion it retains to comply with the U.S. risk retention rules and EU due diligence and risk retention rules.

Industry Developments

WFBNA currently issues Visa and American Express cards and, in the future, could become a credit card issuer in one or more other major credit card payment networks, including Mastercard. Mastercard and Visa are subject to settlement obligations relating to certain litigations and continue to be subject to significant ongoing litigations, including class actions, and increased competition. These settlements and litigations are based on, among other things, claimed violations of United States federal antitrust laws, claims that currency conversion fees were wrongly applied on purchases of goods and services in foreign countries, and claims alleging that the interchange charged by Mastercard and Visa is impermissible. The costs associated with these settlements, litigations and other matters could cause Mastercard and Visa to invest less in their networks and marketing efforts and could adversely affect the interchange paid to their member banks, including WFBNA.

Interchange Litigation

Plaintiffs representing a putative class of merchants have filed putative class actions, and individual merchants have filed individual actions, against WFBNA and WFC regarding the interchange fees associated with Visa and Mastercard payment card transactions (the “Interchange Litigation”). Visa, Mastercard, and several other banks and bank holding companies are also named as defendants in these actions. These actions have been consolidated in the United States District Court for the Eastern District of New York. The amended and consolidated complaint asserts claims against defendants based on alleged violations of federal and state antitrust laws and seeks damages, as well as injunctive relief. Plaintiff merchants allege that Visa, Mastercard, and payment card issuing banks unlawfully colluded to set interchange rates. Plaintiffs also allege that enforcement of certain Visa and Mastercard rules and alleged tying and bundling of services offered to merchants are anticompetitive. WFC and its consolidated subsidiaries, including WFBNA (collectively, the “Company”), along with other defendants and entities,

82

are parties to Loss and Judgment Sharing Agreements, which provide that they, along with other entities, will share, based on a formula, in any losses from the Interchange Litigation. On July 13, 2012, Visa, Mastercard, and the financial institution defendants, including the Company, signed a memorandum of understanding with plaintiff merchants to resolve the consolidated class action and reached a separate settlement in principle of the consolidated individual actions. The settlement payments to be made by all defendants in the consolidated class and individual actions totaled approximately $6.6 billion before reductions applicable to certain merchants opting out of the settlement. The class settlement also provided for the distribution to class merchants of 10 basis points of default interchange across all credit rate categories for a period of eight consecutive months. The district court granted final approval of the settlement, which was appealed to the United States Court of Appeals for the Second Circuit by settlement objector merchants. Other merchants opted out of the settlement and are pursuing several individual actions. On June 30, 2016, the Second Circuit vacated the settlement agreement and reversed and remanded the consolidated action to the United States District Court for the Eastern District of New York for further proceedings. On November 23, 2016, prior class counsel filed a petition to the United States Supreme Court, seeking review of the reversal of the settlement by the Second Circuit, and the Supreme Court denied the petition on March 27, 2017. On November 30, 2016, the district court appointed lead class counsel for a damages class and an equitable relief class. The parties have entered into a settlement agreement to resolve the money damages class claims pursuant to which defendants will pay a total of approximately $6.2 billion, which includes approximately $5.3 billion of funds remaining from the 2012 settlement and $900 million in additional funding. The Company’s allocated responsibility for the additional funding is approximately $94.5 million. The court granted final approval of the settlement on December 13, 2019, which was appealed to the United States Court of Appeals for the Second Circuit by settlement objector merchants. Several of the opt-out and direct action litigations have been settled while others remain pending. Discovery is proceeding in the opt-out litigations and the equitable relief class case.

U.S. Bank National Association

U.S. Bank National Association (“U.S. Bank”), a national banking association, will act as Indenture Trustee. U.S. Bancorp, with total assets exceeding $[•] billion as of [•], is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. As of [•], U.S. Bancorp served approximately [•] million customers and operated over [•] branch offices in [•] 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 [•] domestic and [•] international cities. The Indenture will be administered from U.S. Bank’s corporate trust office located at One Federal St, 3rd Floor, Boston, Massachusetts 02110.

U.S. Bank has provided corporate trust services since 1924. As of [•], U.S. Bank was acting as trustee with respect to over [•] issuances of securities with an aggregate outstanding principal balance of over $[•] trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

Noteholders with questions may direct them to the Indenture Trustee bondholder services group at (800) 934-6802.

As of [•], U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as Indenture Trustee on [•] issuances of credit card receivable-backed securities with an outstanding aggregate principal balance of approximately $[•].

83

In the last several years, U.S. Bank and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.

U.S. Bank denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.

U.S. Bank National Association has provided the above information for purposes of complying with Regulation AB. Other than the above ten paragraphs, U.S. Bank National Association has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

WFBNA, the servicer, Funding, the issuing entity, and their respective affiliates may from time to time enter into normal banking and trustee relationships with U.S. Bank National Association and its affiliates.

84

Wilmington Trust, National Association

Wilmington Trust, National Association (“WTNA”) is the owner trustee of the issuing entity. Under the terms of the trust agreement, the powers and duties of the owner trustee are ministerial only. See “—WF Card Issuance Trust” above.

WTNA (formerly called M & T Bank, National Association) is a national banking association with trust powers incorporated in 1995. The indenture trustee’s principal place of business is located at c/o Wilmington Trust, National Association, as owner trustee, 1100 North Market Street, Wilmington, Delaware 19890-0001. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions involving credit cards.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as indenture trustee.

WTNA has provided the above information for purposes of complying with Regulation AB. Other than the above three paragraphs, WTNA has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

WFBNA, the servicer, Funding, the issuing entity, and their respective affiliates may from time to time enter into normal banking and trustee relationships with WTNA and its affiliates.

[Providers of Derivatives]

[Name of any provider of derivatives, together with information regarding such provider pursuant to Items 1115 and 1119(a)(5) of Regulation AB.]

Clayton Fixed Income Services LLC

Clayton Fixed Income Services LLC, a Delaware limited liability company, or “Clayton,” will act as the asset representations reviewer under the asset representations review agreement. Clayton is a wholly-owned subsidiary of Covius Holdings, Inc. Clayton and its affiliates have provided independent due diligence loan review and servicer oversight services to its clients since 1989.

Clayton and its affiliates are providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton and its affiliates have performed over 12 million loan reviews and has provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government-sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

Clayton may not delegate or subcontract its obligations under the asset representations review agreement without the consent of WFBNA, the transferor and the servicer. Any such delegation or subcontracting to which WFBNA, the transferor and the servicer have consented would not, however, relieve Clayton of its liability and responsibility with respect to such obligations.

85

Use of Proceeds

The net proceeds from the sale of each series, class and tranche of notes offered hereby will be paid to Funding. Funding will use such proceeds to increase the aggregate nominal liquidation amount of the notes, purchase additional receivables from WFBNA, and for its general corporate purposes. No expenses, if any, incurred in connection with the selection and acquisition of receivables have been or are expected to be paid from such proceeds.

The Notes

The notes will be issued pursuant to the indenture and a related indenture supplement. The following discussion and the discussions under “The Indenture” in this prospectus summarize the material terms of the notes issued by the issuing entity, the indenture and the indenture supplements. The indenture does not limit the aggregate stated principal amount of notes that may be issued.

The notes will be issued in series. Each series of notes will represent a contractual debt obligation of the issuing entity which shall be in addition to the debt obligations of the issuing entity represented by any other series of notes. Each series will be issued pursuant to the indenture and an indenture supplement, copies of the forms of which are filed as exhibits to the registration statement of which this prospectus is a part.

The following summaries describe certain provisions common to each series of notes, including the WFCardSeries, of which the Class [•](20[•]-[•]) notes are a tranche.

General

Each series of notes is expected to consist of multiple classes of notes. Some series may be multiple tranche series, meaning they have classes consisting of multiple tranches. Whenever a “class” of notes is referred to in this prospectus, it also includes all tranches of that class, unless the context otherwise requires.

The issuing entity may issue different tranches of notes of a multiple tranche series at the same time or at different times, but no senior tranche of notes of a series may be issued unless a sufficient amount of subordinated notes (or other form of credit enhancement) of that series will be issued on that date or has previously been issued and is outstanding and available as subordination (or other credit enhancement) for such senior tranche of notes. See “—Required Subordinated Amount.”

The notes of a series may be included in a group of series for purposes of sharing excess Available Principal Amounts and excess Available Funds.

The issuing entity may offer notes denominated in U.S. dollars or any foreign currency.

The noteholders of a particular series, class or tranche may have a derivative agreement associated with their series, class or tranche, as described in this prospectus under “Sources of Funds to Pay the Notes—Derivative Agreements.” The noteholders of the Class [•](20[•]-[•]) notes do [not] have a derivative agreement associated with their notes. [See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes” for more information on the derivative agreement for the Class [•](20[•]-[•]) notes.]

The issuing entity will pay principal of and interest on a series, class or tranche of notes solely from the portion of Available Funds and Available Principal Amounts which are allocable to that series, class or tranche of notes after giving effect to all allocations and reallocations, amounts in any issuing entity

86

accounts relating to that series, class or tranche of notes, and amounts received under any derivative agreement relating to that series, class or tranche of notes. If notes are in a series that is in a group of series that shared excess Available Funds, or excess Available Principal Amounts, those notes will also have access to those amounts, if available. If those sources are not sufficient to pay the notes, those noteholders will have no recourse to any other assets of the issuing entity or any other person or entity for the payment of principal of or interest on those notes.

Holders of notes of any outstanding series, class or tranche will not have the right to prior review of, or consent to, any subsequent issuance of notes.

The right of any noteholder to receive interest on or principal of any note shall be subject to any applicable withholding or deduction imposed pursuant to the Internal Revenue Code or other applicable tax law, including foreign withholding and deduction. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate noteholder.

The WFCardSeries

The WFCardSeries notes will be issued pursuant to the indenture and an indenture supplement. The WFCardSeries will be included in Excess Available Funds Group One and Excess Available Principal Amounts Group One for the purpose of sharing excess available funds and shared excess available principal amounts. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Shared Excess Available Funds” and “—Shared Excess Principal Amounts.”

The WFCardSeries notes will be issued in classes. Each class of notes will have multiple tranches which may be issued at different times and have different terms. No senior class of the WFCardSeries may be issued unless a sufficient amount of subordinated notes or other acceptable credit enhancement has previously been issued and is outstanding. See “—Required Subordinated Amount—WFCardSeries” and “—Issuances of New Series, Classes and Tranches of Notes—New Issuances of WFCardSeries Notes” below.

The issuing entity will pay principal of and interest on a tranche of WFCardSeries notes solely from the portion of WFCardSeries Available Funds and WFCardSeries Available Principal Amounts and from other amounts which are available under the indenture and the WFCardSeries indenture supplement (including shared excess available amounts and shared excess principal amounts, if any) after giving effect to all allocations and reallocations. If those sources are not sufficient to pay that tranche of WFCardSeries notes, the noteholders of that tranche of WFCardSeries notes will have no recourse to any other assets of the issuing entity or any other person or entity for the payment of principal of or interest on those notes.

Interest

Interest will accrue on the notes from the relevant issuance date at the applicable note rate, which may be a fixed, floating or other type of rate determined in connection with the issuance of such notes. Interest will be distributed or deposited for noteholders on the dates determined in connection with the issuance of such notes. Interest payments or deposits will be funded from Available Funds allocated to the notes during the preceding month or months.

Each payment of interest on a note will include all interest accrued from the preceding interest payment date—or, for the first interest accrual period, from the issuance date—through the day preceding the current interest payment date, or any other period determined in connection with the issuance of such

87

note. We refer to each period during which interest accrues as an “interest accrual period.” Interest on a note will be due and payable on each interest payment date.

If interest on a note is not paid within 35 days after such interest is due, an event of default will occur relating to that tranche of notes. See “The Indenture—Events of Default.”

WFCardSeries

In connection with the WFCardSeries, interest payments on Class B notes, Class C notes and Class D notes of the WFCardSeries are subordinated to interest payments on Class A notes of the WFCardSeries. Subordination of Class B notes, Class C notes and Class D notes of the WFCardSeries provides credit enhancement for Class A notes of the WFCardSeries.

Interest payments on the Class C notes and the Class D notes of the WFCardSeries are subordinated to interest payments on the Class A notes and Class B notes of the WFCardSeries. Subordination of the Class C notes and the Class D notes of the WFCardSeries provides credit enhancement for Class A notes and Class B notes of the WFCardSeries.

Interest payments on Class D notes of the WFCardSeries are subordinated to interest payments on Class A notes, Class B notes and Class C notes of the WFCardSeries. Subordination of Class D notes of the WFCardSeries provides credit enhancement for Class A notes, Class B notes and Class C notes of the WFCardSeries.

See “Prospectus Summary—Interest Payments” for more information on interest payments on the Class [•](20[•]-[•]) notes.

Principal

The timing of payment of principal of a note will be determined in connection with the issuance of such note. The expected principal payment date of the Class [•](20[•]-[•]) notes is specified on the cover page of this prospectus.

Principal of a note may be paid later than its expected principal payment date if sufficient funds are not allocated from the issuing entity to the series, class or tranche of the note to be paid. It is not an event of default if the principal of a note is not paid on its expected principal payment date. However, if the principal amount of a note is not paid in full by its legal maturity date, an event of default will occur relating to that tranche of notes. See “The Indenture—Events of Default.” The legal maturity date of the Class [•](20[•]-[•]) notes is specified on the cover of this prospectus.

Principal of a note may be paid earlier than its expected principal payment date if an early redemption event or an event of default and acceleration occurs. See “The Indenture—Early Redemption Events” and “—Events of Default.”

See “Risk Factors” in this prospectus for a discussion of factors that may affect the timing of principal payments on the notes.

WFCardSeries

In connection with the WFCardSeries, principal payments on Class B notes, Class C notes and Class D notes of the WFCardSeries are subordinated to payments on Class A notes of the WFCardSeries.

88

Subordination of Class B notes, Class C notes and Class D notes of the WFCardSeries provides credit enhancement for Class A notes of the WFCardSeries.

Principal payments on the Class C notes and the Class D notes of the WFCardSeries are subordinated to principal payments on the Class A notes and Class B notes of the WFCardSeries. Subordination of the Class C notes and the Class D notes of the WFCardSeries provides credit enhancement for Class A notes and Class B notes of the WFCardSeries.

Principal payments on Class D notes of the WFCardSeries are subordinated to payments on Class A notes, Class B notes and Class C notes of the WFCardSeries. Subordination of Class D notes of the WFCardSeries provides credit enhancement for Class A notes, Class B notes and Class C notes of the WFCardSeries.

WFCardSeries Available Principal Amounts may be reallocated to pay interest on senior classes of notes or to pay a portion of the servicing fee allocable to the WFCardSeries, subject to certain limitations. In addition, charge-offs due to uncovered Default Amounts allocable to the WFCardSeries generally are reallocated from the senior classes to the subordinated classes of the WFCardSeries. See “—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount.”

In the WFCardSeries, payment of principal may be made on a subordinated class of notes before payment in full of each senior class of notes only under the following circumstances:

● If after giving effect to the proposed principal payment there is still a sufficient amount of subordinated notes to support the outstanding senior notes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account” and “—Allocation to Principal Funding Subaccounts.” For example, if a tranche of Class A notes has been repaid, this generally means that, unless other Class A notes are issued, at least some Class B notes, Class C notes and Class D notes may be repaid when such Class B notes, Class C notes and Class D notes are expected or required to be repaid even if other tranches of Class A notes are outstanding.

● If the principal funding subaccounts for the senior classes of notes have been sufficiently prefunded as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”

● If new tranches of subordinated notes are issued so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination.

● If the subordinated tranche of notes reaches its legal maturity date and there is a sale of credit card receivables as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

WFCardSeries Available Principal Amounts remaining after any reallocations for interest on the senior notes or for a portion of the servicing fee allocable to the WFCardSeries will be applied to make targeted deposits to the principal funding subaccounts of senior notes before being applied to make targeted

89

deposits to the principal funding subaccounts of the subordinated notes if such remaining amounts are not sufficient to make all required targeted deposits.

Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount

Each note has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount.

Stated Principal Amount

The stated principal amount of a note is the amount that is stated on the face of the notes to be payable to the holder. It can be denominated in U.S. dollars or in a foreign currency.

Outstanding Dollar Principal Amount

For U.S. dollar notes, the outstanding dollar principal amount is the initial dollar principal amount of the notes, less principal payments to the noteholders. For foreign currency notes, the outstanding dollar principal amount is the U.S. dollar equivalent of the initial dollar principal amount of the notes, less dollar payments to derivative counterparties or, in the event the derivative agreement is non-performing, less dollar payments converted to make payments to noteholders, each relating to principal. The outstanding dollar principal amount of any note will decrease as a result of each payment of principal of the note.

In addition, a note may have an Adjusted Outstanding Dollar Principal Amount. The Adjusted Outstanding Dollar Principal Amount of a note is the outstanding dollar principal amount, less any funds on deposit in the principal funding subaccount for that note. The Adjusted Outstanding Dollar Principal Amount of any note will decrease as a result of each deposit into the principal funding subaccount for such note.

Nominal Liquidation Amount

The nominal liquidation amount of a note is a U.S. dollar amount based on the initial outstanding dollar principal amount of that note, but with some reductions—including reductions from reallocations of Available Principal Amounts, allocations of charge-offs for uncovered Default Amounts and deposits in a principal funding subaccount for such note—and increases described below. The nominal liquidation amount of any particular note corresponds to the portion of the assets of the issuing entity that would be allocated to that note if the issuing entity were liquidated.

The nominal liquidation amount of a note may be reduced as follows:

● If Available Funds allocable to a series of notes are insufficient to fund the portion of Default Amounts allocable to such series of notes (which will be allocated to each series of notes pro rata based on the Available Funds Allocation Amount of each such series of notes) such allocated Default Amounts will result in a reduction of the nominal liquidation amount of such series. Within each series, subordinated classes of notes will bear the risk of reduction in their nominal liquidation amount due to charge-offs resulting from uncovered Default Amounts before senior classes of notes.

● In a multiple tranche series, including the WFCardSeries, while these reductions will be initially allocated pro rata to each tranche of notes, they will then be reallocated to the subordinated classes of notes in that series in succession, beginning with the most subordinated classes. However, these reallocations will be made from senior notes to

90

subordinated notes only to the extent that such senior notes have not used all of their required subordinated amount. For any tranche, the required subordinated amount will be determined in connection with the issuance of such notes. For multiple tranche series, these reductions will generally be allocated within each class pro rata to each outstanding tranche of the related class based on the Weighted Average Available Funds Allocation Amount of such tranche. Reductions that cannot be reallocated to a subordinated tranche will reduce the nominal liquidation amount of the tranche to which the reductions were initially allocated.

● If Available Principal Amounts are reallocated from subordinated notes of a series to pay interest on senior notes, any shortfall in the payment of the servicing fee allocated to the series or any other shortfall of Available Funds which Available Principal Amounts are reallocated to cover, the nominal liquidation amount of those subordinated notes will be reduced by the amount of the reallocations. The amount of the reallocation of Available Principal Amounts will be applied to reduce the nominal liquidation amount of the subordinated classes of notes in that series in succession, to the extent of such senior tranches’ required subordinated amount of the related subordinated notes, beginning with the most subordinated classes. No Available Principal Amounts will be reallocated to pay interest on a senior class of notes or any portion of the servicing fee allocated to the series if such reallocation would result in the reduction of the nominal liquidation amount of such senior class of notes. For a multiple tranche series, these reductions will generally be allocated within each class pro rata to each outstanding tranche of the related class based on the Weighted Average Available Funds Allocation Amount of such tranche.

● The nominal liquidation amount of a note will be reduced by the amount on deposit in its respective principal funding subaccount.

● The nominal liquidation amount of a note will be reduced by the amount of all payments of principal of that note.

● Upon a sale of credit card receivables after the insolvency of Funding, an event of default and acceleration or on the legal maturity date of a note, the nominal liquidation amount of such note will be automatically reduced to zero. See “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

The nominal liquidation amount of a note can be increased by applying Available Funds, if available, to reimburse earlier reductions in the nominal liquidation amount from charge-offs for uncovered Investor Default Amounts, or from reallocations of Available Principal Amounts from subordinated classes to pay shortfalls of Available Funds. Within each series, the increases will be allocated first to the senior-most class with a deficiency in its nominal liquidation amount and then, in succession, to the subordinated classes with a deficiency in the nominal liquidation amount. In a multiple tranche series, the increases will be further allocated to each tranche of a class pro rata based on the deficiency in the nominal liquidation amount in each tranche.

In most circumstances, the nominal liquidation amount of a note, together with any accumulated Available Principal Amounts held in a principal funding subaccount, will be equal to the outstanding dollar principal amount of that note. However, if there are reductions in the nominal liquidation amount as a result of reallocations of Available Principal Amounts from that note to pay interest on senior classes or the servicing fee allocated to the series, or as a result of charge-offs for uncovered Investor Default Amounts, there will be a deficit in the nominal liquidation amount of that note. Unless that deficiency is

91

reimbursed through the application of Available Funds, the stated principal amount of that note will not be paid in full.

A subordinated note’s nominal liquidation amount represents the maximum amount of Available Principal Amounts that may be reallocated from such note to pay interest on senior notes or the servicing fee of the same series and the maximum amount of charge-offs for uncovered Investor Default Amounts that may be allocated to such note. The nominal liquidation amount is also used to calculate the amount of Available Principal Amounts that can be allocated for payment of principal of a class or tranche of notes, or paid to the counterparty to a derivative agreement, if applicable. This means that if the nominal liquidation amount of a class or tranche of notes has been reduced by charge-offs for uncovered Investor Default Amounts or by reallocations of Available Principal Amounts to pay interest on senior notes or the servicing fee allocated to such series, the holders of notes with the reduced nominal liquidation amount will receive less than the full stated principal amount of their notes, either because the amount of dollars allocated to pay them is less than the outstanding dollar principal amount of the notes, or because the amount of dollars allocated to pay the counterparty to a derivative agreement is less than the amount necessary to obtain enough of the applicable foreign currency for payment of their notes in full.

The nominal liquidation amount of a note may not be reduced below zero, and may not be increased above the outstanding dollar principal amount of that note, less any amounts on deposit in the applicable principal funding subaccount.

If a note held by Funding, the issuing entity or any of their affiliates is canceled, the nominal liquidation amount of that note is automatically reduced to zero.

The cumulative amount of reductions of the nominal liquidation amount of any class or tranche of notes due to the reallocation of Available Principal Amounts to pay Available Funds shortfalls will be limited as determined in connection with the issuance of such class or tranche of notes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of WFCardSeries Available Principal Amounts” for a discussion of this limitation for the WFCardSeries notes.

Allocations of charge-offs for uncovered Investor Default Amounts and reallocations of Available Principal Amounts to cover Available Funds shortfalls reduce the nominal liquidation amount of outstanding notes only and do not affect notes that are issued after that time.

Final Payment of the Notes

The Class [•](20[•]-[•]) noteholders will not receive payment of principal in excess of the highest outstanding dollar principal amount of that series, class or tranche, or in the case of foreign currency notes, any amount received by the issuing entity under a derivative agreement for principal.

Following the insolvency of Funding, following an event of default and acceleration, or on the legal maturity date of a series, class or tranche of notes, credit card receivables in an aggregate amount not to exceed the nominal liquidation amount, plus any past due, accrued and additional interest, of the related series, class or tranche will be sold by the issuing entity. The proceeds of such sale will be applied to the extent available to pay the outstanding principal amount of, plus any accrued, past due and additional interest on, those notes on the date of the sale.

92

A series, class or tranche of notes, including the Class [•](20[•]-[•]) notes, will be considered to be paid in full, the holders of those notes will have no further right or claim, and the issuing entity will have no further obligation or liability for principal or interest, on the earliest to occur of:

● the date of the payment in full of the stated principal amount of and all accrued, past due and additional interest on those notes;

● the date on which the outstanding dollar principal amount of the notes is reduced to zero and all accrued, past due and additional interest on those notes is paid in full;

● the legal maturity date of those notes, after giving effect to all deposits, allocations, reallocations, sale of credit card receivables and payments to be made on that date; or

● the date on which a sale of receivables has taken place for such tranche, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

Subordination of Interest and Principal

Interest and principal payments on the Class A notes of the WFCardSeries will not be subordinated to any other WFCardSeries notes. Interest and principal payments on the Class B notes of the WFCardSeries will be subordinated to the Class A WFCardSeries notes. Interest and principal payments on the Class C notes of the WFCardSeries will be subordinated to the Class A and Class B WFCardSeries notes. Interest and principal payments on the Class D notes of the WFCardSeries will be subordinated to the Class A, Class B and Class C WFCardSeries notes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Allocation to Interest Funding Subaccounts” and “—Allocation to Principal Funding Subaccounts” for a detailed discussion of the subordination of interest and principal payments for the Class B notes, Class C notes and Class D notes of the WFCardSeries and “Prospectus Summary—Interest Payments” and “—Expected Principal Payment Date and Legal Maturity Date.”

Available Principal Amounts may be reallocated to pay interest on senior classes of notes of, or a portion of the servicing fee allocated to, that series. In addition, subordinated classes of notes of a series bear the risk of reduction in their nominal liquidation amount due to charge-offs for uncovered Investor Default Amounts before senior classes of notes. In a multiple tranche series like the WFCardSeries, charge-offs for uncovered Investor Default Amounts are generally allocated first to each class of a series and then reallocated to the subordinated classes of such series, reducing the nominal liquidation amount of such subordinated classes to the extent credit enhancement in the form of subordination is still available for the senior classes. See “—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount” above.

Required Subordinated Amount

The required subordinated amount of a senior class or tranche of notes is the amount of a subordinated class that is required to be outstanding and available to provide subordination for that senior class or tranche on the date when the senior class or tranche of notes is issued. No notes of a series may be issued unless the required subordinated amount for that class or tranche of notes is available at the time of its issuance. The required subordinated amount is also used, in conjunction with usage, to determine whether a subordinated class or tranche of a multiple tranche series may be repaid before its legal maturity date while senior notes of that series are outstanding.

93

The issuing entity may change the required subordinated amount and related stated percentages for any tranche of notes of any series in a manner consistent with that described with respect to the WFCardSeries. See “—WFCardSeries” immediately below.

WFCardSeries

The Class [•](20[•]-[•]) notes are a tranche of the WFCardSeries. In order to issue notes of a senior class of the WFCardSeries, the required subordinated amount of subordinated notes for those senior notes must be outstanding and available on the issuance date.

The required subordinated amount of a tranche of a senior class of notes of the WFCardSeries is the aggregate nominal liquidation amount of a subordinated class that is required to be outstanding and available on the date when a tranche of a senior class of notes is issued. Generally, the required subordinated amount of subordinated notes for each tranche of Class A WFCardSeries notes is equal to a stated percentage of the Adjusted Outstanding Dollar Principal Amount of that tranche of Class A notes. The required subordinated amount of Class B notes for each tranche of Class A WFCardSeries notes is equal to [•]% of the Adjusted Outstanding Dollar Principal Amount of that tranche of Class A notes, the required subordinated amount of Class C notes is equal to [•]% of the Adjusted Outstanding Dollar Principal Amount of that tranche of Class A notes, and the required subordinated amount of Class D notes is equal to [•]% of the Adjusted Outstanding Dollar Principal Amount of that tranche of Class A notes.

The required subordinated amount of Class C notes for each tranche of Class B WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class C notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes. For each tranche of Class B WFCardSeries notes, the required subordinated amount of Class C notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of that tranche of Class B notes multiplied by the sum of:

(i) a fraction, the numerator of which is the Class A required subordinated amount of Class C notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes; plus

(ii) [•]% (referred to as the unencumbered percentage) multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes minus the required subordinated amount of Class B notes for all Class A WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes.

Therefore, for any tranche of Class B notes, the required subordinated amount of Class C notes can increase if the share of those Class B notes that corresponds to the Class C notes providing credit enhancement to Class A WFCardSeries notes increases, or if the share of those Class B notes that is providing credit enhancement to Class A WFCardSeries notes increases. Similarly, for any tranche of Class B notes, the required subordinated amount of Class C notes can decrease (but will never be less than the unencumbered percentage of its adjusted outstanding dollar principal amount) if the share of those Class B notes that corresponds to the Class C notes providing credit enhancement to Class A WFCardSeries notes decreases, or if the share of those Class B notes that is providing credit enhancement to Class A WFCardSeries notes decreases.

94

The required subordinated amount of Class D notes for each tranche of Class B WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes. For each tranche of Class B WFCardSeries notes, the required subordinated amount of Class D notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of that tranche of Class B notes multiplied by the sum of:

(i) a fraction, the numerator of which is the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes; plus

(ii) [•]% (referred to as the unencumbered percentage) multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes minus the required subordinated amount of Class B notes for all Class A WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes.

Therefore, for any tranche of Class B notes, the required subordinated amount of Class D notes can increase if the share of those Class B notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes increases, or if the share of those Class B notes that is providing credit enhancement to Class A WFCardSeries notes increases. Similarly, for any tranche of Class B notes, the required subordinated amount of Class D notes can decrease (but will never be less than the unencumbered percentage of its adjusted outstanding dollar principal amount) if the share of those Class B notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes decreases, or if the share of those Class B notes that is providing credit enhancement to Class A WFCardSeries notes decreases.

The required subordinated amount of Class D notes for each tranche of Class C WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes, its pro rata share of the Class B required subordinated amount of Class D notes for all Class B WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class C WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes or the Class B WFCardSeries notes. For each tranche of Class C WFCardSeries notes, the required subordinated amount of Class D notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of that tranche of Class C notes multiplied by the sum of:

(i) a fraction, the numerator of which is the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes; plus

(ii) a fraction, the numerator of which is the Class B required subordinated amount of Class D notes for all Class B WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes; plus

95

(iii) [•]% (referred to as the unencumbered percentage) multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes minus the sum of the required subordinated amount of Class C notes for all Class A WFCardSeries notes and the required subordinated amount of Class C notes for all Class B WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes.

Therefore, for any tranche of Class C notes, the required subordinated amount of Class D notes can increase if the share of those Class C notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes increases, or if the share of those Class C notes that is providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes increases. Similarly, for any tranche of Class C notes, the required subordinated amount of Class D notes can decrease (but will never be less than the unencumbered percentage of its adjusted outstanding dollar principal amount) if the share of those Class C notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes decreases, or if the share of those Class C notes that is providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes decreases.

Reductions in the Adjusted Outstanding Dollar Principal Amount of a tranche of senior notes of the WFCardSeries will generally result in a reduction in the required subordinated amount for that tranche. Additionally, a reduction in the required subordinated amount of Class C notes for a tranche of Class B WFCardSeries notes may occur due to:

● a decrease in the aggregate Adjusted Outstanding Dollar Principal Amount of Class A WFCardSeries notes,

● a decrease in the Class A required subordinated amount of Class B or Class C notes for outstanding tranches of Class A WFCardSeries notes, or

● the issuance of additional Class B WFCardSeries notes.

However, if an early redemption event or event of default and acceleration for any tranche of Class B WFCardSeries notes occurs, or if on any day its usage of the required subordinated amount of Class C notes exceeds zero, the required subordinated amount of Class C notes for that tranche of Class B notes will not decrease after that early redemption event or event of default and acceleration or after the date on which its usage of the required subordinated amount of Class C notes exceeds zero.

Similarly, a reduction in the required subordinated amount of Class D notes for a tranche of Class B WFCardSeries notes may occur due to:

● a decrease in the aggregate Adjusted Outstanding Dollar Principal Amount of Class A WFCardSeries notes,

● a decrease in the Class A required subordinated amount of Class B, Class C or Class D notes for outstanding tranches of Class A WFCardSeries notes, or

● the issuance of additional Class B WFCardSeries notes.

However, if an early redemption event or event of default and acceleration for any tranche of Class B WFCardSeries notes occurs, or if on any day its usage of the required subordinated amount of Class D notes exceeds zero, the required subordinated amount of Class D notes for that tranche of Class B

96

notes will not decrease after that early redemption event or event of default and acceleration or after the date on which its usage of the required subordinated amount of Class D notes exceeds zero.

Also, a reduction in the required subordinated amount of Class D notes for a tranche of Class C WFCardSeries notes may occur due to:

● a decrease in the aggregate Adjusted Outstanding Dollar Principal Amount of Class A or Class B WFCardSeries notes,

● a decrease in the Class A required subordinated amount of Class B, Class C or Class D notes for outstanding tranches of Class A WFCardSeries notes,

● a decrease in the Class B required subordinated amount of Class C or Class D notes for outstanding tranches of Class B WFCardSeries notes, or

● the issuance of additional Class C WFCardSeries notes.

However, if an early redemption event or event of default and acceleration for any tranche of Class C WFCardSeries notes occurs, or if on any day its usage of the required subordinated amount of Class D notes exceeds zero, the required subordinated amount of Class D notes for that tranche of Class C notes will not decrease after that early redemption event or event of default and acceleration or after the date on which its usage of the required subordinated amount of Class D notes exceeds zero

The issuing entity may change the required subordinated amount for any tranche of notes of the WFCardSeries, or the method of computing the required subordinated amount, at any time without the consent of any noteholders so long as the issuing entity has:

● satisfied the Rating Agency Condition with respect to the change in the required subordinated amount; and

● delivered an opinion of counsel that for federal income tax purposes (1) the change will not adversely affect the tax characterization as debt of any outstanding series, class or tranche of notes of the issuing entity that were characterized as debt at the time of their issuance, (2) following the change, the issuing entity will not be treated as an association, or publicly traded partnership, taxable as a corporation, and (3) such change will not cause or constitute an event in which gain or loss would be recognized by any holder of such notes.

Notwithstanding the foregoing, for the Class A(20[•]-[•]) notes, the issuing entity may also change any of the stated percentages related to the required subordinated amount so long as the sum of such stated percentages for the Class A(20[•]-[•]) notes after giving effect to such change is equal to or greater than the sum of such stated percentages for the Class A(20[•]-[•]) notes immediately prior to giving effect to such change, and provided that such change will not result in a shortfall in the available subordinated amount for any tranche of WFCardSeries notes. Any such change to such stated percentages satisfying the condition set forth in the immediately preceding sentence may be implemented without the consent of or notice to any noteholders and without the consent of any note rating agency (but with prior written notice to Moody’s (if Moody’s is a Note Rating Agency at such time).

In addition, the percentages used in, or the method of calculating, the required subordinated amount of subordinated notes of any tranche of WFCardSeries notes (including other tranches in the same class) may be different than the percentages used in, or the method of calculating, the required subordinated

97

amount for any tranche of a senior class of WFCardSeries notes. In addition, if the rating agencies consent and without the consent of any noteholders, the issuing entity may utilize forms of credit enhancement other than subordinated notes in order to provide senior classes of notes with the required credit enhancement.

In order to issue a tranche of Class A notes, the issuing entity must calculate the available amount of Class B notes, Class C notes and Class D notes. The issuing entity will first calculate the amount of Class B notes available for such new tranche of Class A notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of outstanding Class B notes on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class B notes to be made on that date; minus

● the aggregate amount of the Class A required subordinated amount of Class B notes for all other tranches of Class A notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class A notes to be made on that date.

The calculation in the prior paragraph will also be made in the same manner for calculating the amount of Class C notes available for such new tranche of Class A notes and for calculating the amount of Class D notes available for such new tranche of Class A notes.

Additionally, in order to issue a tranche of Class A notes, the issuing entity must calculate the amount of Class C notes and Class D notes available for Class B notes. The issuing entity will first calculate the amount of Class C notes available for Class B notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of outstanding Class C notes on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class C notes to be made on that date; minus

● the aggregate amount of the Class A required subordinated amount of Class C notes for all tranches of Class A notes for which the Class A required subordinated amount of Class B notes is equal to zero which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class A notes to be made on that date.

Then, the issuing entity will calculate the amount of Class D notes available for Class B notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of outstanding Class D notes on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class D notes to be made on that date; minus

● the sum of:

– the aggregate amount of the Class B required subordinated amount of Class D notes for all tranches of Class B notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for any WFCardSeries notes to be made on that date; plus

98

– the aggregate amount of the Class A required subordinated amount of Class D notes for all tranches of Class A notes for which the Class A required subordinated amount of Class B notes is equal to zero which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class A notes to be made on that date.

Further, in order to issue a tranche of Class A notes, the issuing entity must calculate the amount of Class D notes available for Class C notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of outstanding Class D notes on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class D notes to be made on that date.

In order to issue a tranche of Class B notes, the issuing entity must calculate the available amount of Class C notes and Class D notes. The issuing entity will first calculate the amount of Class C notes available for such new tranche of Class B notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of Class C notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class C notes to be made on that date; minus

● the sum of:

— the aggregate amount of the Class B required subordinated amount of Class C notes for all other tranches of Class B notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for any WFCardSeries notes to be made on that date; plus

— the aggregate amount of the Class A required subordinated amount of Class C notes for all tranches of Class A notes for which the Class A required subordinated amount of Class B notes is equal to zero which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for those Class A notes to be made on that date.

The issuing entity will then calculate the amount of Class D notes available for such new tranche of Class B notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of Class D notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class D notes to be made on that date; minus

● the sum of:

— the aggregate amount of the Class B required subordinated amount of Class D notes for all other tranches of Class B notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for any WFCardSeries notes to be made on that date; plus

— the aggregate amount of the Class A required subordinated amount of Class D notes for all tranches of Class A notes for which the Class A required subordinated amount of Class B notes is equal to zero which are outstanding on that date, after

99

giving effect to any issuances, deposits, allocations, reallocations or payments for those Class A notes to be made on that date.

Additionally, in order to issue a tranche of Class B notes, the issuing entity must calculate the amount of Class D notes available for Class C notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of outstanding Class D notes on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class D notes to be made on that date.

In order to issue a tranche of Class C notes, the issuing entity must calculate the available amount of Class D notes. This is done by computing the following:

● the aggregate nominal liquidation amount of all tranches of Class D notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for Class D notes to be made on that date; minus

● the aggregate amount of the Class C required subordinated amount of Class D notes for all other tranches of Class C notes which are outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments for any WFCardSeries notes to be made on that date.

The amount of subordination available to provide credit enhancement to any tranche of WFCardSeries notes is limited to its available subordinated amount of each class or tranche of WFCardSeries notes that is subordinated to it. Each senior tranche of WFCardSeries notes has access to credit enhancement from those subordinated notes only in an amount not exceeding its required subordinated amount of those notes minus the amount of usage of that required subordinated amount. “Usage” refers to the amount of the required subordinated amount of a class of WFCardSeries notes actually utilized by a senior tranche of WFCardSeries notes due to losses relating to charged-off receivables and the application of subordinated WFCardSeries notes’ principal allocations to pay interest on senior classes and servicing fees. Losses that increase usage may include (i) losses relating to charged-off receivables that are allocated directly to a class of subordinated WFCardSeries notes, (ii) losses relating to usage of available subordinated amounts by another class of WFCardSeries notes that shares credit enhancement from those subordinated WFCardSeries notes, which are allocated proportionately to the senior WFCardSeries notes supported by those subordinated WFCardSeries notes, and (iii) losses reallocated to the subordinated WFCardSeries notes from the applicable tranche of senior WFCardSeries notes. Usage may be reduced in later months if amounts are available to reimburse losses or to reinstate other amounts reallocated from the subordinated WFCardSeries notes. The required subordinated amount of a class of subordinated WFCardSeries notes less its usage equals the remaining available subordinated amount of that class of subordinated WFCardSeries notes, which we refer to as the unused subordinated amount for that tranche of notes. If the available subordinated amount for any tranche of WFCardSeries notes has been reduced to zero, losses that otherwise would have been reallocated to subordinated notes will be borne by that tranche of WFCardSeries notes. The nominal liquidation amount of those notes will be reduced by the amount of losses allocated to those notes, and it is unlikely that those notes will receive their full payment of principal.

No payment of principal will be made on any Class B WFCardSeries note unless, following the payment, the remaining available subordinated amount of Class B WFCardSeries notes is at least equal to the required subordinated amount of Class B notes for the outstanding Class A WFCardSeries notes less any usage of the required subordinated amount of Class B notes for the outstanding Class A WFCardSeries notes. Similarly, no payment of principal will be made on any Class C WFCardSeries note

100

unless, following the payment, the remaining available subordinated amount of Class C WFCardSeries notes is at least equal to the required subordinated amount of Class C notes for the outstanding Class A and Class B WFCardSeries notes less any usage of the required subordinated amount of Class C notes for the outstanding Class A and Class B WFCardSeries notes. In addition, no payment of principal will be made on any Class D WFCardSeries note unless, following the payment, the remaining available subordinated amount of Class D WFCardSeries notes is at least equal to the required subordinated amount of Class D notes for the outstanding Class A, Class B and Class C WFCardSeries notes less any usage of the required subordinated amount of Class D notes for the outstanding Class A, Class B and Class C WFCardSeries notes.

However, there are some exceptions to this rule. In the WFCardSeries, payment of principal may be made on a subordinated class of notes before payment in full of each senior class of notes only under the following circumstances:

● If after giving effect to the proposed principal payment there is still a sufficient amount of subordinated notes to support the outstanding senior notes. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account” and “—Allocation to Principal Funding Subaccounts.” For example, if a tranche of Class A notes has been repaid, this generally means that, unless other Class A notes are issued, at least some Class B notes, Class C notes and Class D notes may be repaid when they are expected to be repaid even if other tranches of Class A notes are outstanding.

● If the principal funding subaccounts for the senior classes of notes have been sufficiently prefunded as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes.”

● If new tranches of subordinated notes are issued so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination.

● If the subordinated tranche of notes reaches its legal maturity date and there is a sale of credit card receivables as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

Early Redemption of Notes

Each series, class and tranche of notes will be subject to mandatory redemption on its expected principal payment date, which will generally be [•] months before its legal maturity date. In addition, if any other early redemption event occurs, the issuing entity will be required to redeem each series, class or tranche of the affected notes [, including the Class [•](20[•]-[•]) notes offered hereby,] before the expected principal payment date of that series, class or tranche of notes; however, for any such affected notes with the benefit of a derivative agreement [, including the Class [•](20[•]-[•]) notes], and subject to certain exceptions, such redemption will not occur earlier than such notes’ expected principal payment date. The issuing entity will give notice to holders of the affected notes before an early redemption date. See “The Indenture—Early Redemption Events” for a description of the early redemption events and their consequences to noteholders. See “Prospectus Summary—Early Redemption of Notes” for a description of the early redemption events relating to the Class [•](20[•]-[•]) notes.

101

Whenever the issuing entity redeems a series, class or tranche of notes, it will do so only to the extent of Available Funds and Available Principal Amounts allocated to that series, class or tranche of notes, and only to the extent that the notes to be redeemed are not required to provide required subordination for senior notes. A noteholder will have no claim against the issuing entity if the issuing entity fails to make a required redemption of notes before the legal maturity date because no funds are available for that purpose or because the notes to be redeemed are required to provide subordination for senior notes. The failure to redeem before the legal maturity date under these circumstances will not be an event of default.

If determined at the time of issuance, the transferor, so long as it is an affiliate of the servicer, may direct the issuing entity to redeem the notes of any series, class or tranche before its expected principal payment date. In connection with the issuance of any notes, the issuing entity will determine at what times and under what conditions the issuing entity may exercise that right of redemption and if the redemption may be made in whole or in part, as well as other terms of the redemption. The issuing entity will give notice to holders of the affected notes before any optional redemption date. Other than as described in “Prospectus Summary—Optional Redemption by the Issuing Entity,” the Class [•](20[•]-[•]) notes may not be redeemed at the option of the transferor before their expected principal payment date.

Issuances of New Series, Classes and Tranches of Notes

The issuing entity may issue new notes of any series, class or tranche only if the conditions of issuance are met (or waived as described below). These conditions include:

● first, on or before the third Business Day before a new issuance of notes, the issuing entity gives the indenture trustee, the note registrar, the paying agent and the note rating agencies written notice of the issuance;

● second, on or prior to the date that the new issuance is to occur, the issuing entity delivers to the indenture trustee, the note registrar and each note rating agency a certificate to the effect that:

— the issuing entity reasonably believes that the new issuance will not at the time of its occurrence or at a future date (i) cause an early redemption event or event of default, (ii) adversely affect the amount of funds available to be distributed to noteholders of any series, class or tranche of notes or the timing of such distributions, or (iii) adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes;

— all instruments furnished to the indenture trustee and the note registrar conform to the requirements of the indenture and constitute sufficient authority under the indenture for the note registrar to authenticate and deliver the notes;

— the form and terms of the notes have been established in conformity with the provisions of the indenture; and

— the issuing entity shall have satisfied such other matters as the indenture trustee or the note registrar may reasonably request;

● third, the issuing entity delivers to the indenture trustee, the note registrar and the note rating agencies an opinion of counsel, which may be from internal counsel of the issuing entity, that all laws and requirements relating to the execution and delivery by the issuing entity of the notes have been complied with, the issuing entity has the power and authority

102

to issue the notes, and the notes have been duly authorized and delivered by the issuing entity, and, assuming due authentication and delivery by the note registrar, constitute legal, valid and binding obligations of the issuing entity enforceable in accordance with their terms (subject to certain limitations and conditions), and are entitled to the benefits of the indenture equally and ratably with all other notes, if any, of such series, class or tranche outstanding subject to the terms of the indenture, each indenture supplement and each terms document;

● fourth, the issuing entity delivers to the indenture trustee, the note registrar and the note rating agencies an opinion of counsel that for federal income tax purposes (i) the new issuance will not adversely affect the tax characterization as debt of any outstanding series, class or tranche of notes that were characterized as debt at the time of their issuance, (ii) following the new issuance, the issuing entity will not be treated as an association, or publicly traded partnership, taxable as a corporation, (iii) such issuance will not cause or constitute an event in which gain or loss would be recognized by any holder of such outstanding notes, and (iv) except as provided in the related indenture supplement, following the new issuance of a series, class or tranche of notes, the newly issued series, class or tranche of notes will be properly characterized as debt;

● fifth, the issuing entity delivers to the indenture trustee, the paying agent and the note registrar an indenture supplement and terms document relating to the applicable series, class or tranche of notes;

● sixth, in the case of foreign currency notes, the issuing entity appoints one or more paying agents in the appropriate countries;

● seventh, satisfaction of the Rating Agency Condition;

● eighth, the provisions governing required subordinated amount are satisfied; [and]

● [describe any additional conditions, as applicable].

Any of the conditions described above (other than the fourth, fifth and sixth conditions) may be waived or modified if the issuing entity satisfies the Rating Agency Condition with respect to the elimination or modification of such condition.

The issuing entity, the indenture trustee and the note registrar are not required to provide prior notice to, permit any prior review by, or obtain the consent of any noteholder of any series, class or tranche to issue any additional notes of any series, class or tranche.

There are no restrictions on the timing or amount of any additional issuance of notes of an outstanding tranche of a multiple tranche series, so long as the conditions described above are met or waived. As of the date of any additional issuance of an outstanding tranche of notes, the stated principal amount, outstanding dollar principal amount and nominal liquidation amount of that tranche will be increased to reflect the principal amount of the additional notes. If the additional notes are a tranche of notes that has the benefit of a derivative agreement, the issuing entity will enter into a derivative agreement for the benefit of the additional notes. The targeted deposits, if any, to the principal funding subaccount will be increased proportionately to reflect the principal amount of the additional notes.

The issuing entity may from time to time, without notice to, or the consent of, the registered holders of a series, class or tranche of notes, create and issue additional notes equal in rank to the previously issued

103

series, class or tranche of notes in all respects—or in all respects except for the payment of interest accruing prior to the issue date of the further series, class or tranche of notes or the first payment of interest following the issue date of the further series, class or tranche of notes. These further series, classes or tranches of notes may be consolidated and form a single series, class or tranche with the previously issued notes and will have the same terms as to status, redemption or otherwise as the previously issued series, class or tranche of notes.

WFBNA or an affiliate may retain notes of a series, class or tranche upon initial issuance or upon a reopening of a series, class or tranche of notes and may sell them on a subsequent date. In addition, WFBNA or an affiliate may acquire notes of a series, class or tranche at any time following the initial issuance or reopening of a series, class or tranche of notes.

When issued, the additional notes of a tranche will be identical in all material respects to the other outstanding notes of that tranche and equally and ratably entitled to the benefits of the indenture and the related indenture supplement applicable to such notes as the other outstanding notes of that tranche without preference, priority or distinction.

New Issuances of WFCardSeries Notes

The issuing entity may issue new classes and tranches of WFCardSeries notes (including additional notes of an outstanding tranche or class), so long as:

● the conditions to issuance listed above are satisfied;

● any increase in the targeted deposit amount of any Class D reserve subaccount caused by such issuance will have been funded on or prior to such issuance date;

● any increase in the targeted deposit amount of any Class C reserve subaccount caused by such issuance will have been funded on or prior to such issuance date; and

● in the case of Class A, Class B or Class C WFCardSeries notes, the required subordinated amount is available at the time of its issuance.

See “—Required Subordinated Amount” above and “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits to the Class C Reserve Account.”

The issuing entity, the indenture trustee and the note registrar are not required to provide prior notice to or obtain the consent of any noteholder of any series, class or tranche to issue any additional WFCardSeries notes.

Payments on Notes; Paying Agent

The Class [•](20[•]-[•]) notes offered by this prospectus will be delivered in book-entry form and payments of principal of and interest on the notes will be made in U.S. dollars as described under “—Book-Entry Notes” below unless the stated principal amount of the notes is denominated in a foreign currency.

The issuing entity, the indenture trustee, the owner trustee, the beneficiary, the note registrar, the paying agent and any of their respective agents will treat the registered holder of any note as the absolute owner of that note, whether or not the note is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes.

104

The issuing entity will make payments on a note to the registered holder of the note at the close of business on the record date established for the related payment date.

The issuing entity will designate the corporate trust office of WFBNA in New York City as its paying agent for the notes of each series. The issuing entity will identify any other entities appointed to serve as paying agents on notes of a series, class or tranche. The issuing entity may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. However, the issuing entity will be required to maintain an office, agency or paying agent in each place of payment for a series, class or tranche of notes.

After notice by publication, subject to applicable law, all funds paid to a paying agent for the payment of the principal of or interest on any note of any series which remains unclaimed at the end of two years after the principal or interest becomes due and payable will be disbursed to the issuing entity. After funds are disbursed to the issuing entity, the holder of that note may look only to the issuing entity for payment of that principal or interest.

Denominations

The Class [•](20[•]-[•]) notes offered by this prospectus will be issued in minimum denominations of $[5,000][100,000] and multiples of $1,000 in excess of that amount.

Record Date

The record date for payment of the notes, including the Class [•](20[•]-[•]) notes, will be the last day of the month before the related payment date.

Governing Law

The laws of the State of New York will govern the notes, including the Class [•](20[•]-[•]) notes, and the indenture.

Form, Exchange and Registration and Transfer of Notes

The Class [•](20[•]-[•]) notes offered by this prospectus will be issued in registered form. The notes will be represented by one or more global notes registered in the name of The Depository Trust Company, as depository, or its nominee. We refer to each beneficial interest in a global note as a “book-entry note.” For a description of the special provisions that apply to book-entry notes, see “—Book-Entry Notes” below.

A holder of notes may exchange those notes for other notes of the same class or tranche of any authorized denominations and of the same aggregate stated principal amount, expected principal payment date and legal maturity date, and of like terms.

Any holder of a note may present that note for registration of transfer, with the form of transfer properly executed, at the office of the note registrar or at the office of any transfer agent that the issuing entity designates. Unless otherwise provided in the note to be transferred or exchanged, holders of notes will not be charged any service charge for the exchange or transfer of their notes. Holders of notes that are to be transferred or exchanged will be liable for the payment of any taxes and other governmental charges described in the indenture before the transfer or exchange will be completed. The note registrar or transfer agent, as the case may be, will effect a transfer or exchange when it is satisfied with the documents of title and identity of the person making the request.

105

The issuing entity will appoint WFBNA as the registrar for the notes. The issuing entity also may at any time designate additional transfer agents for any series, class or tranche of notes. The issuing entity may at any time rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts. However, the issuing entity will be required to maintain a transfer agent in each place of payment for a series, class or tranche of notes.

Book-Entry Notes

The Class [•](20[•]-[•]) notes offered by this prospectus will be delivered in book-entry form. This means that, except under the limited circumstances described below under “—Definitive Notes,” purchasers of notes will not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive paper form. Instead, upon issuance, all the notes of a class will be represented by one or more fully registered permanent global notes, without interest coupons.

Each global note will be deposited with a securities depository named The Depository Trust Company (“DTC”) and will be registered in the name of its nominee, Cede & Co. No global note representing book-entry notes may be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of DTC. Thus, DTC or its nominee will be the only registered holder of the notes and will be considered the sole representative of the beneficial owners of notes for purposes of the indenture.

The registration of the global notes in the name of Cede & Co. will not affect beneficial ownership and is performed merely to facilitate subsequent transfers. The book-entry system, which is also the system through which most publicly traded common stock is held, is used because it eliminates the need for physical movement of securities. The laws of some jurisdictions, however, may require some purchasers to take physical delivery of their notes in definitive form. These laws may impair the ability to own or transfer book-entry notes.

Purchasers of notes in the United States may hold interests in the global notes through DTC, either directly, if they are participants in that system—such as a bank, brokerage house or other institution that maintains securities accounts for customers with DTC or its nominee—or otherwise indirectly through a participant in DTC. Purchasers of notes in Europe may hold interests in the global notes through Clearstream Banking, or through Euroclear Bank S.A./N.V., as operator of the Euroclear system.

Because DTC will be the only registered owner of the global notes, Clearstream Banking and Euroclear will hold positions through their respective U.S. depositories, which in turn will hold positions on the books of DTC.

As long as the notes are in book-entry form, they will be evidenced solely by entries on the books of DTC, its participants and any indirect participants. DTC will maintain records showing:

● the ownership interests of its participants, including the U.S. depositories; and

● all transfers of ownership interests between its participants.

The participants and indirect participants, in turn, will maintain records showing:

● the ownership interests of their customers, including indirect participants, that hold the notes through those participants; and

● all transfers between these persons.

106

Thus, each beneficial owner of a book-entry note will hold its note indirectly through a hierarchy of intermediaries, with DTC at the “top” and the beneficial owner’s own securities intermediary at the “bottom.”

The issuing entity, the indenture trustee, the paying agent, the note registrar and their agents will not be liable for the accuracy of, and are not responsible for maintaining, supervising or reviewing DTC’s records or any participant’s records relating to book-entry notes. The issuing entity, the indenture trustee, the paying agent, the note registrar and their agents also will not be responsible or liable for payments made on account of the book-entry notes.

Until Definitive Notes are issued to the beneficial owners as described below under “—Definitive Notes,” all references to “holders” of notes means DTC. The issuing entity, the indenture trustee and any paying agent, transfer agent or securities registrar may treat DTC as the absolute owner of the notes for all purposes.

For beneficial owners of book-entry notes, the issuing entity will make all distributions of principal and interest on their notes to DTC and will send all required reports and notices solely to DTC as long as DTC is the registered holder of the notes. DTC and the participants are generally required by law to receive and transmit all distributions, notices and directions from the indenture trustee, the note registrar and the paying agent, as the case may be, to the beneficial owners through the chain of intermediaries.

Similarly, the indenture trustee, the note registrar and the paying agent, as the case may be, will accept notices and directions solely from DTC. Therefore, in order to exercise any rights of a holder of notes under the indenture, each person owning a beneficial interest in the notes must rely on the procedures of DTC and, in some cases, Clearstream Banking or Euroclear. If the beneficial owner is not a participant in that system, then it must rely on the procedures of the participant through which that person owns its interest. DTC has advised the issuing entity that it will take actions under the indenture only at the direction of its participants, which in turn will act only at the direction of the beneficial owners. Some of these actions, however, may conflict with actions it takes at the direction of other participants and beneficial owners.

Notices and other communications by DTC to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them.

Book-entry notes may be more difficult to pledge by beneficial owners because of the lack of a physical note. Beneficial owners may also experience delays in receiving distributions on their notes since distributions will initially be made to DTC and must be transferred through the chain of intermediaries to the beneficial owner’s account.

The Depository Trust Company

DTC is a limited-purpose trust company organized under the New York Banking Law and is a “banking organization” within the meaning of the New York Banking Law. DTC is also a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities deposited by its participants and to facilitate the clearing and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thus eliminating the need for physical movement of securities. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing

107

Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. The rules applicable to DTC and its participants are on file with the SEC.

Clearstream Banking

Clearstream Banking S.A. is registered as a bank in Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector and the Banque Centrale du Luxembourg, the Luxembourg Central Bank, which supervise Luxembourg banks. Clearstream Banking is a wholly-owned subsidiary of Deutsche Börse AG. Clearstream Banking holds securities for its customers and facilitates the clearing and settlement of securities transactions by electronic book-entry transfers between their accounts. Clearstream Banking provides various services, including safekeeping, administration, clearing and settlement of internationally traded securities and securities lending and borrowing. Clearstream Banking has established an electronic bridge with Euroclear Bank S.A./N.V. as the operator of the Euroclear system in Brussels to facilitate settlement of trades between Clearstream Banking and Euroclear. Over 300,000 domestic and internationally traded bonds, equities, and investment funds are currently deposited with Clearstream Banking.

Clearstream Banking’s customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream Banking’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream Banking has approximately 2,500 customers located in over 110 countries, including all major European countries, Canada, and the United States. Indirect access to Clearstream Banking is available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream Banking.

Euroclear

Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment. This system eliminates the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. The Euroclear system is operated by Euroclear Bank S.A./N.V. as the Euroclear operator. The Euroclear operator conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear system (the “Terms and Conditions”), and applicable Belgian law. These Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments for securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The Euroclear operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

This information about DTC, Clearstream Banking and Euroclear has been compiled from public sources for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

108

Distributions on Book-Entry Notes

The issuing entity will make distributions of principal and interest on book-entry notes to DTC. These payments will be made in immediately available funds by the issuing entity’s paying agent, WFBNA, at the office of the paying agent in New York City that the issuing entity designates for that purpose.

In the case of principal payments, the global notes must be presented to the paying agent in time for the paying agent to make those payments in immediately available funds in accordance with its normal payment procedures.

Upon receipt of any payment of principal of or interest on a global note, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit those accounts with payments in amounts proportionate to the participants’ respective beneficial interests in the stated principal amount of the global note as shown on the records of DTC. Payments by participants to beneficial owners of book-entry notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

Distributions on book-entry notes held beneficially through Clearstream Banking will be credited to cash accounts of Clearstream Banking participants in accordance with its rules and procedures, to the extent received by its U.S. depository.

Distributions on book-entry notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by its U.S. depository.

In the event Definitive Notes are issued, distributions of principal and interest on Definitive Notes will be made directly to the holders of the Definitive Notes in whose names the Definitive Notes were registered at the close of business on the related record date.

Global Clearing and Settlement Procedures

Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Banking participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream Banking and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Banking or Euroclear participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by the U.S. depositories. However, cross-market transactions of this type will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depository to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Banking participants and Euroclear participants may not deliver instructions directly to DTC.

109

Because of time-zone differences, credits to notes received in Clearstream Banking or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following a DTC settlement date. The credits to or any transactions in the notes settled during processing will be reported to the relevant Euroclear or Clearstream Banking participants on that business day. Cash received in Clearstream Banking or Euroclear as a result of sales of notes by or through a Clearstream Banking participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Clearstream Banking or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream Banking and Euroclear have agreed to these procedures in order to facilitate transfers of notes among participants of DTC, Clearstream Banking and Euroclear, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.

Definitive Notes

Beneficial owners of book-entry notes may exchange those notes for Definitive Notes registered in their name only if:

● DTC is unwilling or unable to continue as depository for the global notes or ceases to be a registered “clearing agency” and the issuing entity is unable to find a qualified replacement for DTC;

● the issuing entity, in its sole discretion, elects to terminate the book-entry system through DTC; or

● any event of default has occurred relating to those book-entry notes and beneficial owners evidencing not less than 50% of the unpaid outstanding dollar principal amount of the notes of that class advise the indenture trustee and DTC that the continuation of a book-entry system is no longer in the best interests of those beneficial owners.

If any of these three events occurs, DTC is required to notify the beneficial owners through the chain of intermediaries that the Definitive Notes are available. The appropriate global note will then be exchangeable in whole for Definitive Notes in registered form of like tenor and of an equal aggregate stated principal amount, in specified denominations. Definitive Notes will be registered in the name or names of the person or persons specified by DTC in a written instruction to the registrar of the notes. DTC may base its written instruction upon directions it receives from its participants. Thereafter, the holders of the Definitive Notes will be recognized as the “holders” of the notes under the indenture.

Replacement of Notes

The issuing entity will replace at the expense of the holder any mutilated note upon surrender of that note to the note registrar. The issuing entity will replace at the expense of the holder any notes that are destroyed, lost or stolen upon delivery to the note registrar, the indenture trustee or the issuing entity of evidence of the destruction, loss or theft of those notes satisfactory to the note registrar, the indenture trustee or the issuing entity. In the case of a destroyed, lost or stolen note, the note registrar, the issuing entity, and the indenture trustee may require the holder of the note to provide an indemnity satisfactory to the note registrar, the issuing entity, and the indenture trustee before a replacement note will be issued, and the note registrar and the issuing entity may require the payment of a sum sufficient to cover any tax or other governmental charge, and any other expenses (including the fees, expenses and indemnities of the note registrar) in connection with the issuance of a replacement note.

110

Sources of Funds to Pay the Notes

The Collateral

The primary source of funds for the payment of principal of and interest on the notes, including the Class [•](20[•]-[•]) notes, will consist of credit card receivables arising in selected credit card account revolving credit card accounts owned by WFBNA and transferred to the issuing entity. Currently, the issuing entity owns primarily receivables arising in selected Visa and American Express credit card accounts. In the future, the issuing entity could also own receivables arising in selected revolving credit card accounts of one or more other major card payment networks, including Mastercard.

The amount of credit card receivables in the issuing entity will fluctuate from day to day as new receivables are generated or added to or removed from the issuing entity and as other receivables are collected, charged off as uncollectible, or otherwise adjusted.

The issuing entity, as holder of the transferred credit card receivables, will receive collections of finance charge receivables and collections of principal receivables with respect to the transferred credit card receivables and will also be allocated default amounts with respect to the transferred credit card receivables that are charged off as uncollectible.

Finance charge receivables are all periodic finance charges, cash advance fees and late charges on amounts charged for merchandise and services and some other fees designated by WFBNA, annual membership fees, recoveries on receivables in Defaulted Accounts, and discount option receivables. Principal receivables are all amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as cash advances and all other fees billed to cardholders that are not considered finance charge receivables. Interchange, which represents fees received by WFBNA from acquiring banks as partial reimbursement for the activities WFBNA performs, including but not limited to enabling credit card transactions, funding receivables for a limited period prior to initial billing, absorbing fraud losses and delivering network and card benefits to merchants and consumers, is treated as collections of finance charge receivables. The amount of interchange fees charged to merchants may be changed by the applicable card payment networks.

Each day, the issuing entity will cause to be allocated between each series issued and outstanding and the Transferor Interest, all amounts collected on finance charge receivables, all amounts collected on principal receivables and all receivables in Defaulted Accounts, based on a varying percentage called the investor percentage. The servicer will make each allocation by reference to the applicable investor percentage of each series and the Transferor Percentage, and, in certain circumstances, the percentage interest of certain credit enhancement providers, for such series. For a description of how allocations will be made to each series, see “Sources of Funds to Pay the Notes—Application of Collections.”

Allocations of defaults and collections of finance charge receivables are made pro rata among each series of notes issued by the issuing entity, based on their respective Available Funds Allocation Amount, and Funding, as transferor, based on the Transferor Interest.

Each outstanding series of notes has a fluctuating Available Funds Allocation Amount, representing that series’ allocable share of principal receivables. For a discussion of how the Available Funds Allocation Amount for each series is determined, see the definition of “Available Funds Allocation Amount” in the glossary. The Transferor Interest, which is owned by Funding, represents the portion of the principal receivables in the issuing entity not allocated to any series of notes. For example, if the total principal receivables in the issuing entity at the end of the month is 500, the Available Funds Allocation Amount of one series of notes (Series X) is 100, the Available Funds Allocation Amount of other series of

111

notes are 200 and the Transferor Interest is 200, Series X is entitled, in general, to 1/5—or 100/500—of the defaults and collections of finance charge receivables for the applicable month.

Collections of principal receivables are allocated similarly to the allocation of collections of finance charge receivables when no principal amounts are needed for deposit into a principal funding account or needed to pay principal to investors. However, collections of principal receivables are allocated differently when principal amounts need to be deposited into principal funding accounts or paid to investors. When the principal amount of a series of notes begins to accumulate or amortize, collections of principal receivables continue to be allocated to that series as if the Available Funds Allocation Amount of that series had not been reduced by principal collections deposited to a principal funding account or paid to investors. During this time, allocations of collections of principal receivables to the investors in a series of notes is based on the Principal Allocation Amount. For a discussion of how the Principal Allocation Amount for each series is determined, see the definition of “Principal Allocation Amount” in the glossary.

For classes and tranches of notes which do not require principal amounts to be deposited into a principal funding account or paid to noteholders, the nominal liquidation amount calculation will be “floating,” i.e., calculated as of the end of the prior month. For classes or tranches of notes which require principal amounts to be deposited into a principal funding account or paid to noteholders, the nominal liquidation amount will be “fixed” immediately before the issuing entity begins to allocate Available Principal Amounts to the principal funding subaccount for that class or tranche, i.e., calculated as of the end of the month prior to any reductions for deposits or payments of principal.

If collections of principal receivables allocated to a class or tranche of notes are needed for reallocation to cover certain shortfalls in Available Funds, to pay the notes, or to make a deposit into the issuing entity accounts for a series within a month, they will be deposited into the issuing entity’s collection account. Each of these reallocations, payments and deposits will reduce the nominal liquidation amount of such class or tranche. Otherwise, collections of principal receivables allocated to a class or tranche of notes will be reallocated to other classes or tranches of notes which have principal collection shortfalls or paid to the holder of the Transferor Interest. The holder of the Transferor Interest may then use those amounts to purchase newly created receivables that are then added to the collateral of the issuing entity. If a class or tranche of notes has a shortfall in collections of principal receivables and other classes or tranches of notes have excess collections of principal receivables, a portion of the excess collections of principal receivables allocated to other class or tranche of notes will be reallocated to such class or tranche of notes experiencing a shortfall and any other class or tranche of notes which may have a shortfall in collections of principal receivables. Any class or tranche of notes’ share of the excess collections of principal receivables from another class or tranche of notes will be paid to the issuing entity and treated as Available Principal Amounts.

Each class or tranche of notes will also be allocated a portion of the net investment earnings, if any, on amounts in the collection account and the excess funding account, as more specifically described below in “—Deposit and Application of Funds.” Such net investment earnings will be treated as Available Funds.

Upon a sale of credit card receivables, or interests therein, following an insolvency of Funding, following an event of default and acceleration, or on the applicable legal maturity date for a series, class or tranche of notes, the portion of the aggregate nominal liquidation amount related to that series, class or tranche will be reduced to zero and that series, class or tranche will no longer receive any allocations of collections of finance charge receivables or principal receivables, or allocations of available funds or available principal amounts, from the issuing entity nor any allocations of Available Funds or Available Principal Amounts from the issuing entity.

112

Following any early redemption event for all the notes, all collections of principal receivables for any month allocated to the notes will be used to cover principal payments on the notes.

For a detailed description of the application of collections and allocation of defaults by the issuing entity, see “Sources of Funds to Pay the Notes—Application of Collections” and “—Allocations of Reductions from Charge Offs” in this prospectus.

Application of Collections

The servicer, on behalf of the issuing entity, will deposit into the collection account, no later than the second Business Day following the date of processing, any payment collected by the servicer on the receivables held by the issuing entity.

While the servicer is generally required to make daily deposits into the collection account:

● the servicer will only be required to retain amounts in the collection account up to the amounts required to be deposited into the principal funding account and the interest funding account for each series on the succeeding Transfer Date; and

● if at any time prior to the related Distribution Date, the amount of collections deposited into the collection account exceeds the amount required to be deposited (as limited above), the servicer, subject to certain limitations, will be permitted to withdraw the excess from the collection account.

On the same day as any deposits are made into the collection account, the servicer will make the allocations of such funds indicated below.

With respect to amounts allocated to the holder of the Transferor Interest, the servicer shall do the following:

(a) An amount equal to the Transferor Percentage of the aggregate amount of such deposits in respect of principal receivables will be:

— paid to the holder of the Transferor Interest if, and only to the extent that, the Transferor Interest on such date is greater than the Minimum Transferor Interest on such date; or

— deposited in the excess funding account and treated as Unallocated Principal Collections.

(b) An amount equal to the Transferor Percentage of the aggregate amount of such deposits in respect of finance charge receivables will be:

— retained in the collection account (in an amount equal to the amounts allocated to the Transferor Interest times a fraction, the numerator is the aggregate prefunded amount, if any, on deposit in the principal funding subaccount for any tranche of notes and the denominator is the Transferor Interest) for deposit into the applicable interest funding account on the following Transfer Date in an amount not to exceed the positive difference, if any, between (i) the amount of interest payable to noteholders and derivative counterparties, if any, on such prefunded amount and (ii) the net investment earnings on such prefunded amounts for such month; or

113

— otherwise, paid to the holder of the Transferor Interest.

(c) For series of notes (including the WFCardSeries notes), an amount equal to the applicable investor percentage of (i) the aggregate amount of such deposits relating to the finance charge receivables other than interchange and certain investment earnings (up to the amount of payments to be made) will be retained in the collection account until the related Transfer Date and then deposited into the applicable interest funding account and (ii) the aggregate amount of such deposits relating to principal receivables will be:

— retained in the collection account up to an amount equal to the Daily Principal Shortfall for each series, as applicable (this amount will be treated as a portion of Available Principal Amounts of the applicable series for the related Transfer Date and deposited into the principal funding account on the related Transfer Date);

— retained in the collection account up to an amount equal to the aggregate amounts of such deposits relating to principal receivables allocable to the subordinated notes for each series (this amount will be available, to the extent needed, to provide enhancement to senior tranches of notes, subject to the limitations described in this prospectus); and

— withdrawn from the collection account and paid to the holder of the Transferor Interest on such date in an amount equal to the excess remaining following the prior two applications, so long as the Transferor Interest is equal to or greater than the Required Minimum Transferor Interest on such date and if it is not, such remaining amounts will be deposited into the excess funding account.

(d) For all series of notes (including the WFCardSeries notes), the issuing entity will cause to be allocated to each applicable series an amount of interchange equal to the product of (i) the aggregate amount of interchange deposited into the collection account on such day and (ii) a fraction, the numerator of which is the Weighted Average Available Funds Allocation Amount for such series on the related monthly period and the denominator of which is the aggregate Weighted Average Available Funds Allocation Amount for all series for such related monthly period. Such amounts of allocated interchange shall be deposited into the collection account for further treatment as Available Funds for such series in accordance with the related series supplements.

(e) For all series of notes (including the WFCardSeries notes), on each Transfer Date, the issuing entity will cause to be allocated to each applicable series an amount of net investment earnings from amounts on deposit in the collection account and the excess funding account equal to the product of (i) the aggregate amount of such net investment earnings in such accounts on such Transfer Date and (ii) a fraction, the numerator of which is the Weighted Average Available Funds Allocation Amount for such series with respect to the related monthly period and the denominator of which is the aggregate Weighted Average Available Funds Allocation Amount for all series with respect to such monthly period. Such amounts of allocated net investment earnings shall be retained in the collection account for further treatment as Available Funds for such series in accordance with the related series supplements.

Any Unallocated Principal Collections will be held in the excess funding account and paid to the holder of the Transferor Interest if, and only to the extent that, the Transferor Interest on such date is greater

114

than the Minimum Transferor Interest on such date. Unallocated Principal Collections will only be held for or distributed to any series of notes in accordance with the related series supplements.

The servicer’s compliance with its obligations will be verified as described under “The Servicing Agreement—Evidence as to Compliance.”

Required Deposit Limitations

As described under “Description of the Notes—Deposit of Collections; Commingling,” the issuing entity will be required to retain in the collection account only the aggregate required deposit amount. The required deposit amount comprises a required finance charge deposit amount and a required principal deposit amount. On any date of processing, collections with respect to finance charge receivables that are in excess of the required finance charge deposit amount and collections with respect to principal receivables that are in excess of the required principal deposit amount may be withdrawn from the collection account by the issuing entity and paid to the holder of the Transferor Interest.

The required finance charge deposit amount for the WFCardSeries notes with respect to any transfer date is equal to the sum of:

● the targeted deposits to the interest funding account;

● the fees payable to the servicer;

● the sum of the WFCardSeries Investor Default Amounts, if any;

● the amount of any nominal liquidation amount deficits;

● any amounts targeted for deposit to the accumulation reserve account;

● any amounts targeted for deposit to the Class C reserve account;

● any amounts targeted for deposit to the Class D reserve account;

● any additional amounts specified in the relevant terms document for a Tranche or class of WFCardSeries notes; and

● any amounts to be treated as shared excess available funds (determined using the same assumptions used in determining the required deposit amount when determining any amounts needed by any other applicable series).

The required principal deposit amount for the WFCardSeries notes with respect to any transfer date is equal to the sum of:

● the amounts required to be deposited into the relevant interest funding sub-accounts, if needed due to finance charge collection shortfalls;

● the fees payable to the servicer, if needed due to finance charge collection shortfalls;

● the targeted deposits to principal funding accounts; and

● any amounts to be treated as shared excess available principal amounts (determined using the same assumptions used in determining the required deposit amount when determining any amounts needed by any other applicable series).

If any data needed to calculate the required deposit amount is not available on a date of processing, the issuing entity will use the corresponding data as most recently determined or other reasonable estimate of such data until the required data is available. For the purpose of determining the amount to be deposited to the interest funding sub-account for a tranche of WFCardSeries notes that bears interest by reference to a benchmark index rate of interest, on any date of processing on which such rate has not been determined for the applicable period, the applicable indexed rate will be estimated based on the assumption that the indexed rate will equal the indexed rate as most recently used to calculate the accrual of interest for such

115

tranche, multiplied by 1.25. For the purpose of determining the amount payable to the servicer prior the end of the applicable monthly period, on each day, the weighted average available funds allocation amount for such monthly period will be assumed to be the available funds allocation amount on such day (adjusted upwards to reflect any increase in the available funds allocation amount which the issuing entity has reason to believe will be effected during such monthly period, if applicable), [multiplied by 1.25]. For the purpose of determining the aggregate WFCardSeries default amount for the related monthly period (other than the monthly period in which the first tranche of WFCardSeries notes is issued), the WFCardSeries default amount shall be estimated based on the assumption that the WFCardSeries default amount for the monthly period will equal the WFCardSeries default amount for the prior monthly period multiplied by 1.25, with such adjustments as may be appropriate taking into consideration any change in the nominal liquidation amount of the WFCardSeries notes since the prior transfer date.

If the servicer of behalf of the issuing entity determines that the required finance charge deposit amount or the required principal deposit amount for the succeeding transfer date is less than the required finance charge deposit amount or the required principal deposit amount as previously calculated by the issuing entity, then the issuing entity may cause the excess collections with respect to finance charge receivables or principal receivables to be withdrawn from the collection account and such excess funds to be paid to the holder of the Transferor Interest, subject to maintenance of the Minimum Transferor Interest.

If the servicer on behalf of the issuing entity determines that either the required finance charge deposit amount or the required principal deposit amount with respect to the succeeding transfer date is greater than such amount as previously calculated by the servicer, then the servicer on behalf of the issuing entity will cause additional collections with respect to finance charge receivables and principal receivables to be retained until the most recently determined required finance charge deposit amount and required principal deposit amount have been retained.

The holder of the Transferor Interest will have no obligation to deposit any collections that were initially allocated to noteholders and then paid to the holder of the Transferor Interest as a result of being collections in excess of the required finance charge deposit amount or the required principal deposit amount at such time, and WFCardSeries noteholders shall have no claim to such released noteholder collections.

Deposit and Application of Funds for each Series

The indenture specifies how collections of finance charge receivables received by the issuing entity as the owner of the credit card receivables composing the collateral for the notes and collections of principal receivables received by the issuing entity will be allocated to the Transferor Interest and among the multiple series of notes secured by the collateral. The indenture supplement for each series (including the WFCardSeries) specifies how Available Funds for that series (which is that series’ share of collections of finance charge receivables plus other amounts treated as Available Funds for such series) and Available Principal Amounts for such series (which is that series’ share of Available Principal Amounts plus other amounts treated as Available Principal Amounts for such series) will be deposited into the issuing entity accounts established for such series to provide for the payment of interest on and principal of notes as payments become due. In addition, each indenture supplement specifies how Investor Default Amounts and the servicing fee will be allocated to the related series. The following sections summarize those provisions.

116

WFCardSeries Available Funds

WFCardSeries Available Funds will consist of the following amounts:

● Finance Charge Collections and certain other amounts allocable to the WFCardSeries. The WFCardSeries’s allocable share of collections of finance charge receivables, interchange and investment earnings on funds held in the collection account and the excess funding account. See “Sources of Funds to Pay the Notes—Application of Collections” above.

● Withdrawals from the accumulation reserve subaccount. If the number of months targeted to accumulate budgeted deposits of WFCardSeries Available Principal Amounts for the payment of principal on a tranche of notes is greater than one month, then the issuing entity will begin to fund an accumulation reserve subaccount for such tranche. See “—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account” below. The amount targeted to be deposited in the accumulation reserve account for each month, beginning with the third month prior to the first Transfer Date on which WFCardSeries Available Principal Amounts are to be accumulated for such tranche, will be an amount equal to 0.5% of the outstanding dollar principal amount of such tranche of notes.

On each Transfer Date, the issuing entity will calculate the targeted amount of principal funding subaccount earnings for each tranche of notes, which will be equal to the amount that the funds (other than prefunded amounts) on deposit in each principal funding subaccount would earn at the interest rate payable by the issuing entity—taking into account payments due under applicable derivative agreements—on the related tranche of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings, then the amount of such shortfall will be withdrawn from the applicable accumulation reserve subaccount and treated as WFCardSeries Available Funds for such month.

● Additional finance charge collections allocable to the WFCardSeries. The issuing entity will notify the servicer from time to time of the aggregate prefunded amount on deposit in the principal funding account. Whenever there are any prefunded amounts on deposit in any principal funding subaccount, the issuing entity will designate an amount of the Transferor Interest equal to such prefunded amounts. On each Transfer Date, the issuing entity will calculate the targeted amount of principal funding subaccount prefunded amount earnings for each tranche of notes, which will be equal to the amount that the prefunded amounts on deposit in each principal funding subaccount would earn at the interest rate payable by the issuing entity—taking into account payments due under applicable derivative agreements—on the related tranche of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings, collections of finance charge receivables allocable to such designated portion of the Transferor Interest up to the amount of the shortfall will be treated as WFCardSeries Available Funds. See “Sources of Funds to Pay the Notes—Application of Collections” in this prospectus.

● Investment earnings on amounts on deposit in accounts. Investment earnings on amounts on deposit in the principal funding account, interest funding account, and accumulation reserve account for the WFCardSeries.

117

● Shared excess available funds. Any shared excess available funds allocable to the WFCardSeries. See “—Shared Excess Available Funds” below.

● Amounts received from derivative counterparties. Payments received under derivative agreements for interest on notes of the WFCardSeries payable in U.S. dollars will be treated as WFCardSeries  Available Funds.

Application of WFCardSeries Available Funds

On each Transfer Date, the issuing entity will cause WFCardSeries Available Funds to be applied as follows:

● first, to make the targeted deposits to the interest funding account to fund the payment of interest on the notes and related payments due to derivative counterparties;

● second, to pay the WFCardSeries’s share of the issuing entity’s servicing fee, plus any previously due and unpaid servicing fee allocable to the WFCardSeries, to the servicer;

● third, to be treated as WFCardSeries Available Principal Amounts in an amount equal to the amount of Investor Default Amounts allocated to the WFCardSeries for each day of the preceding month;

● fourth, to be treated as WFCardSeries Available Principal Amounts in an amount equal to the Nominal Liquidation Amount Deficits, if any, of WFCardSeries notes;

● fifth, to make the targeted deposit to the accumulation reserve account, if any;

● sixth, to make the targeted deposit to the Class C reserve account, if any;

● seventh, to make the targeted deposit to the Class D reserve account, if any;

● eighth, to make any other payment or deposit required by any class or tranche of WFCardSeries notes;

● ninth, to be treated as shared excess available funds; and

● tenth, to the issuing entity.

See the chart titled “Application of WFCardSeries Available Funds” after the “Prospectus Summary” for a depiction of the application of WFCardSeries Available Funds.

Targeted Deposits of WFCardSeries Available Funds to the Interest Funding Account

The aggregate deposit targeted to be made each month to the interest funding account will be equal to the sum of the interest funding account deposits targeted to be made for each tranche of notes set forth below. The deposit targeted for any month will also include any shortfall in the targeted deposit from any prior month which has not been previously deposited.

● Interest Payments. The deposit targeted for any tranche of outstanding interest-bearing notes on each Transfer Date will be equal to the amount of interest accrued on the outstanding dollar principal amount of that tranche during the period from and including

118

the first Monthly Interest Accrual Date in the prior month to but excluding the first Monthly Interest Accrual Date for the current month.

● Amounts Owed to Derivative Counterparties. If a tranche of notes has a Performing or non-Performing derivative agreement for interest that provides for payments to the applicable derivative counterparty, in addition to any applicable stated interest as determined under the item above, the deposit targeted for that tranche of notes on each Transfer Date for any payment to the derivative counterparty will be specified in the WFCardSeries indenture supplement.

● Specified Deposits. If any tranche of notes provides for deposits in addition to or different from the deposits described above to be made to the interest funding subaccount for that tranche, the deposits targeted for that tranche each month are the specified amounts.

● Additional Interest. The deposit targeted for any tranche of notes that has previously due and unpaid interest for any month will include the interest accrued on that overdue interest during the period from and including the first Monthly Interest Accrual Date in the prior month to but excluding the first Monthly Interest Accrual Date for the current month.

Each deposit to the interest funding account for each month will be made on the Transfer Date in such month. A tranche of notes may be entitled to more than one of the preceding deposits.

A class or tranche of notes for which credit card receivables have been sold by the issuing entity as described below in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables” will not be entitled to receive any of the preceding deposits to be made from WFCardSeries Available Funds after the sale has occurred.

Allocation to Interest Funding Subaccounts

The aggregate amount to be deposited in the interest funding account will be caused to be allocated by the issuing entity, and a portion deposited in the interest funding subaccount established for each tranche of notes, as follows:

● WFCardSeries Available Funds are at least equal to targeted amounts. If WFCardSeries Available Funds are at least equal to the sum of the deposits targeted by each tranche of notes as described above, then that targeted amount will be deposited in the interest funding subaccount established for each tranche.

● WFCardSeries Available Funds are less than targeted amounts. If WFCardSeries Available Funds are less than the sum of the deposits targeted by each tranche of notes as described above, then WFCardSeries Available Funds will be caused to be allocated by the issuing entity to each tranche of notes as follows:

— first, to cover the deposits for the Class A notes (including any applicable derivative counterparty payments),

— second, to cover the deposits for the Class B notes (including any applicable derivative counterparty payments),

— third, to cover the deposits for the Class C notes (including any applicable derivative counterparty payments), and

119

— fourth, to cover the deposits for the Class D notes (including any applicable derivative counterparty payments).

In each case, WFCardSeries Available Funds allocated to a class will be allocated to each tranche of notes within such class pro rata based on the ratio of:

— the aggregate amount of the deposits targeted for that tranche of notes, to

— the aggregate amount of the deposits targeted for all tranches of notes in such class.

Payments Received from Derivative Counterparties for Interest on Foreign Currency Notes

Payments received under derivative agreements for interest on foreign currency notes in the WFCardSeries will be applied as specified in the WFCardSeries indenture supplement.

Deposits of Withdrawals from the Class C Reserve Account to the Interest Funding Account

Withdrawals made from any Class C reserve subaccount will be deposited into the applicable interest funding subaccount to the extent described below under “—Withdrawals from the Class C Reserve Account.”

Deposits of Withdrawals from the Class D Reserve Account to the Interest Funding Account

Withdrawals made from any Class D reserve subaccount will be deposited into the applicable interest funding subaccount to the extent described below under “—Withdrawals from the Class  D Reserve Account.”

Allocations of Reductions from Charge-Offs

On each Transfer Date when there is a charge-off for uncovered Investor Default Amounts allocable to the WFCardSeries for the prior month, that reduction will be caused to be allocated (and reallocated) by the issuing entity on that date to each tranche of notes as set forth below:

Initially, the amount of such charge-off will be caused to be allocated by the issuing entity to each tranche of outstanding notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such tranche for the prior month to the Weighted Average Available Funds Allocation Amount for the WFCardSeries for the prior month.

Immediately afterwards, the amount of charge-offs allocated to the Class A notes, Class B notes and Class C notes will be reallocated to the Class D notes as set forth below, the amount of charge-offs allocated to the Class A notes and the Class B notes and not reallocated to the Class D notes because of the Class D usage limitations set forth below will be reallocated to the Class C notes as set forth below, and the amount of charge-offs allocated to the Class A notes and not reallocated to the Class C notes because of the Class C usage limitations set forth below will be reallocated to the Class B notes as set forth below. In addition, charge-offs initially allocated to Class A notes which are reallocated to Class B notes because of Class C usage limitations can be reallocated to Class C and Class D notes if permitted as described below, and charge-offs initially allocated to Class A and Class B notes which are reallocated to Class C notes because of Class D usage limitations can be reallocated to Class D notes if permitted as described below. Any amount of charge-offs which cannot be reallocated to a subordinated class as a result of the usage limitations set forth below will reduce the nominal liquidation amount of the tranche of notes to which it was initially allocated.

120

“Usage” refers to the amount of the required subordinated amount of a class of WFCardSeries notes actually utilized by a senior tranche of WFCardSeries notes due to losses relating to charged-off receivables and the application of subordinated WFCardSeries notes’ principal allocations to pay interest on senior classes and servicing fees. Losses that increase usage may include (i) losses relating to charged-off receivables that are allocated directly to a class of subordinated WFCardSeries notes, (ii) losses relating to usage of available subordinated amounts by another class of WFCardSeries notes that shares credit enhancement from those subordinated WFCardSeries notes, which are allocated proportionately to the senior WFCardSeries notes supported by those subordinated WFCardSeries notes, and (iii) losses reallocated to the subordinated WFCardSeries notes from the applicable tranche of senior WFCardSeries notes. Usage may be reduced in later months if amounts are available to reimburse losses or to reinstate other amounts reallocated from the subordinated WFCardSeries notes. The required subordinated amount of a class of subordinated WFCardSeries notes less its usage equals the remaining available subordinated amount of that class of subordinated WFCardSeries notes, which we refer to as the unused subordinated amount for that tranche of notes.

Limits on Reallocations of Charge-Offs to a Tranche of Class D Notes from Tranches of Class A, Class B and Class C

No reallocations of charge-offs from a tranche of Class A notes to Class D notes may cause that tranche’s Class A Usage of Class D Required Subordinated Amount to exceed that tranche’s Class A required subordinated amount of Class D notes.

No reallocations of charge-offs from a tranche of Class B notes to Class D notes may cause that tranche’s Class B Usage of Class D Required Subordinated Amount to exceed that tranche’s Class B required subordinated amount of Class D notes.

No reallocations of charge-offs from a tranche of Class C notes to Class D notes may cause that tranche’s Class C Usage of Class D Required Subordinated Amount to exceed that tranche’s Class C required subordinated amount of Class D notes.

The amount of charge-offs permitted to be reallocated to tranches of Class D notes will be applied to each tranche of Class D notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount of such tranche of Class D notes for the prior month to the Weighted Average Available Funds Allocation Amount of all Class D notes in the WFCardSeries for the prior month.

No such reallocation of charge-offs will reduce the nominal liquidation amount of any tranche of Class D notes below zero.

Limits on Reallocations of Charge-Offs to a Tranche of Class C Notes from Tranches of Class A and Class B

No reallocations of charge-offs from a tranche of Class A notes to Class C notes may cause that tranche’s Class A Usage of Class C Required Subordinated Amount to exceed that tranche’s Class A required subordinated amount of Class C notes.

No reallocations of charge-offs from a tranche of Class B notes to Class C notes may cause that tranche’s Class B Usage of Class C Required Subordinated Amount to exceed that tranche’s Class B required subordinated amount of Class C notes.

The amount of charge-offs permitted to be reallocated to tranches of Class C notes will be applied to each tranche of Class C notes pro rata based on the ratio of the Weighted Average Available Funds

121

Allocation Amount of such tranche of Class C notes for the prior month to the Weighted Average Available Funds Allocation Amount of all Class C notes in the WFCardSeries for the prior month.

No such reallocation of charge-offs will reduce the nominal liquidation amount of any tranche of Class C notes below zero.

Limits on Reallocations of Charge-Offs to a Tranche of Class B Notes from Tranches of Class A Notes

No reallocations of charge-offs from a tranche of Class A notes to Class B notes may cause that tranche’s Class A Usage of Class B Required Subordinated Amount to exceed that tranche’s Class A required subordinated amount of Class B notes.

The amount of charge-offs permitted to be reallocated to tranches of Class B notes will be applied to each tranche of Class B notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for that tranche of Class B notes for the prior month to the Weighted Average Available Funds Allocation Amount for all Class B notes for the prior month.

No such reallocation of charge-offs will reduce the nominal liquidation amount of any tranche of Class B notes below zero.

For each tranche of notes, the nominal liquidation amount of that tranche will be reduced by an amount equal to the charge-offs which are allocated or reallocated to that tranche of notes less the amount of charge-offs that are reallocated from that tranche of notes to a subordinated class of notes.

Allocations of Reimbursements of Nominal Liquidation Amount Deficits

If there are WFCardSeries Available Funds available to reimburse any Nominal Liquidation Amount Deficits on any Transfer Date, such funds will be caused to be allocated by the issuing entity to each tranche of notes as follows:

● first, to each tranche of Class A notes,

● second, to each tranche of Class B notes,

● third, to each tranche of Class C notes, and

● fourth, to each tranche of Class D notes.

In each case, WFCardSeries Available Funds allocated to a class will be allocated to each tranche of notes within such class pro rata based on the ratio of:

— the Nominal Liquidation Amount Deficit of such tranche of notes, to

— the aggregate Nominal Liquidation Amount Deficits of all tranches of such class.

In no event will the nominal liquidation amount of a tranche of notes be increased above the Adjusted Outstanding Dollar Principal Amount of such tranche.

122

Application of WFCardSeries Available Principal Amounts

On each Transfer Date, the issuing entity will cause to be applied WFCardSeries Available Principal Amounts as follows:

● first, for each month, if WFCardSeries Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for any tranche of Class A notes, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes, the Class C notes and the Class D notes for each day during such month) will be caused to be allocated by the issuing entity to the interest funding subaccount of each such tranche of Class A notes pro rata based on, in the case of each such tranche of Class A notes, the lesser of:

— the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of Class A notes, and

— an amount equal to the sum of the Class A Unused Subordinated Amount of Class D notes plus the Class A Unused Subordinated Amount of Class C notes plus the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes (determined after giving effect to the allocation of charge-offs for uncovered Investor Default Amounts);

● second, for each month, if WFCardSeries Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for any tranche of Class B notes, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class C notes and the Class D notes for each day during such month minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated as described in the first clause above) will be caused to be allocated by the issuing entity to the interest funding subaccount of each such tranche of Class B notes pro rata based on, in the case of each such tranche of Class B notes, the lesser of:

— the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of Class B notes, and

— an amount equal to the sum of the Class B Unused Subordinated Amount of Class D Notes plus the Class B Unused Subordinated Amount of Class C notes, in each case, for such tranche of Class B notes (determined after giving effect to the allocation of charge-offs for uncovered Investor Default Amounts and the reallocation of WFCardSeries Available Principal Amounts as described in the first clause above);

● third, for each month, if WFCardSeries Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for any tranche of Class C notes, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class D notes for each day during such month minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated as described in the first and second clauses above) will be caused to be allocated by the issuing entity to the interest funding subaccount of each such

123

tranche of Class C notes pro rata based on, in the case of each such tranche of Class C notes, the lesser of:

— the amount of the deficiency of the targeted amount to be deposited into the interest funding subaccount of such tranche of Class C notes, and

— an amount equal to the Class C Unused Subordinated Amount of Class D Notes for such tranche of Class C notes (determined after giving effect to the allocation of charge-offs for uncovered Investor Default Amounts and the reallocation of WFCardSeries Available Principal Amounts as described in the first and second clauses above);

● fourth, for each month, if WFCardSeries Available Funds are insufficient to pay the portion of the issuing entity servicing fee allocable to the WFCardSeries, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class B notes, the Class C notes, and the Class D notes for each day during such month minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated as described in the first, second and third clauses above) will be paid to the servicer in an amount equal to, and allocated to each tranche of Class A notes pro rata based on, in the case of each such tranche of Class A notes, the lesser of:

— the amount of the deficiency times the ratio of the Weighted Average Available Funds Allocation Amount for such tranche for such month to the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such month, and

— an amount equal to the sum of the Class A Unused Subordinated Amount of Class D notes plus the Class A Unused Subordinated Amount of Class C notes plus the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes (determined after giving effect to the allocation of charge-offs for uncovered Investor Default Amounts and the reallocation of WFCardSeries Available Principal Amounts as described in the first, second and third clauses above);

● fifth, for each month, if WFCardSeries Available Funds are insufficient to pay the portion of the issuing entity servicing fee allocable to the WFCardSeries, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class C notes and the Class D notes for each day during such month minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated as described in the first, second, third and fourth clauses above) will be paid to the servicer in an amount equal to, and allocated to each tranche of Class B notes pro rata based on, in the case of each such tranche of Class B notes, the lesser of:

— the amount of the deficiency times the ratio of the Weighted Average Available Funds Allocation Amount for such tranche for such month to the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such month, and

124

— an amount equal to the sum of the Class B Unused Subordinated Amount of Class D notes plus the Class B Unused Subordinated Amount of Class C notes, in each case, for such tranche of Class B notes (determined after giving effect to the allocation of charge-offs for uncovered Investor Default Amounts and the reallocation of WFCardSeries Available Principal Amounts as described in the first, second, third and fourth clauses above);

● sixth, for each month, if WFCardSeries Available Funds are insufficient to pay the portion of the issuing entity servicing fee allocable to the WFCardSeries, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the investor percentage of collections of principal receivables allocated to the Class D notes for each day during such month minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated as described in the preceding clauses) will be paid to the servicer in an amount equal to, and allocated to each tranche of Class C notes pro rata based on, in the case of each such tranche of Class C notes, the lesser of:

— the amount of the deficiency times the ratio of the Weighted Average Available Funds Allocation Amount for such tranche for such month to the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such month, and

— an amount equal to the Class C Unused Subordinated Amount of Class D notes for such tranche of Class C notes (determined after giving effect to the allocation of charge-offs for uncovered Investor Default Amounts and the reallocation of WFCardSeries Available Principal Amounts as described in the preceding clauses);

● seventh, to make the targeted deposits to the principal funding account as described below under “—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account;”

● eighth, to be treated as shared excess available principal amounts, and

● ninth, to the issuing entity for reinvestment in principal receivables.

See the chart titled “Application of WFCardSeries Available Principal Amounts” after the “Prospectus Summary” for a depiction of the application of WFCardSeries Available Principal Amounts.

A tranche of notes for which credit card receivables have been sold by the issuing entity as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables” below will not be entitled to receive any further allocations of WFCardSeries Available Funds or WFCardSeries Available Principal Amounts.

Amounts are allocated to the WFCardSeries based on the nominal liquidation amounts of each tranche of notes issued by the issuing entity and outstanding in the WFCardSeries. The aggregate nominal liquidation amount of the WFCardSeries will be reduced by the amount of WFCardSeries Available Principal Amounts used to make deposits into the interest funding account, payments to the servicer and deposits into the principal funding account. If the aggregate nominal liquidation amount of the WFCardSeries is reduced because WFCardSeries Available Principal Amounts have been used to make deposits into the interest funding account or payments to the servicer or because of charge-offs due to uncovered Investor Default Amounts, the amount of WFCardSeries Available Funds and

125

WFCardSeries Available Principal Amounts will be reduced unless the reduction in the nominal liquidation amount is reimbursed from amounts described above in the fourth item in “—Application of WFCardSeries Available Funds.”

Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of WFCardSeries Available Principal Amounts

A.    Each reallocation of WFCardSeries Available Principal Amounts deposited to the interest funding subaccount of a tranche of Class A notes as described in the first clause of “—Application of WFCardSeries Available Principal Amounts” will reduce the nominal liquidation amount of the Class D notes. However, the amount of such reduction for each such tranche of Class A notes will not exceed the Class A Unused Subordinated Amount of Class D notes for such tranche of Class A notes.

B.    Each reallocation of WFCardSeries Available Principal Amounts deposited to the interest funding subaccount of a tranche of Class A notes as described in the first clause of “—Application of WFCardSeries Available Principal Amounts” which does not reduce the nominal liquidation amount of Class D notes pursuant to paragraph A above will reduce the Nominal Liquidation Amount of the Class C notes. However, the amount of such reduction for each such tranche of Class A notes will not exceed the Class A Unused Subordinated Amount of Class C notes for such tranche of Class A notes, and such reductions in the nominal liquidation amount of the Class C notes may be reallocated to the Class D notes if permitted as described below.

C.    Each reallocation of WFCardSeries Available Principal Amounts deposited to the interest funding subaccount of a tranche of Class A notes as described in the first clause of “—Application of WFCardSeries Available Principal Amounts” which does not reduce the nominal liquidation amount of Class D notes pursuant to paragraph A above and does not reduce the nominal liquidation amount of Class C notes pursuant to paragraph B above will reduce the nominal liquidation amount of the Class B notes. However, the amount of such reduction for each such tranche of Class A notes will not exceed the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes, and such reductions in the nominal liquidation amount of the Class B notes may be reallocated to the Class D notes and Class C notes if permitted as described below.

D.    Each reallocation of WFCardSeries Available Principal Amounts deposited to the interest funding subaccount of a tranche of Class B notes as described in the second clause of “—Application of WFCardSeries Available Principal Amounts” will reduce the nominal liquidation amount (determined after giving effect to paragraph A above) of the Class D notes. However, the amount of such reduction for each such tranche of Class B notes will not exceed the Class B Unused Subordinated Amount of Class D notes for such tranche of Class B notes.

E.    Each reallocation of WFCardSeries Available Principal Amounts deposited to the interest funding subaccount of a tranche of Class B notes as described in the second clause of “—Application of WFCardSeries Available Principal Amounts” which does not reduce the nominal liquidation amount (determined after giving effect to paragraph B above) of Class D Notes pursuant to paragraph D above will reduce the Nominal Liquidation Amount of the Class C Notes. However, the amount of such reduction for each such tranche of Class B notes will not exceed the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes (determined after giving effect to paragraph B above), and such reductions in the nominal liquidation amount of the Class C notes may be reallocated to the Class D notes if permitted as described below.

F.    Each reallocation of WFCardSeries Available Principal Amounts deposited into the interest funding subaccount of a tranche of Class C notes as described in the third clause of “—Application of

126

WFCardSeries Available Principal Amounts” will reduce the nominal liquidation amount (determined after giving effect to paragraphs A and D above) of the Class D notes. However, the amount of such reduction for each such tranche of Class C notes will not exceed the Class C Unused Subordinated Amount of Class D notes for such tranche of Class C notes (after giving effect to paragraphs A and D above).

G.    Each reallocation of WFCardSeries Available Principal Amounts paid to the servicer as described in the fourth clause of “—Application of WFCardSeries Available Principal Amounts” will reduce the nominal liquidation amount (determined after giving effect to paragraphs A, D and F above) of the Class D notes. However, the amount of such reduction for each such tranche of Class A notes will not exceed the Class A Unused Subordinated Amount of Class D notes for such tranche of Class A notes (after giving effect to paragraphs A, D and F above).

H.    Each reallocation of WFCardSeries Available Principal Amounts paid to the servicer as described in the fourth clause of “—Application of WFCardSeries Available Principal Amounts” which does not reduce the nominal liquidation amount of Class D notes as described in paragraph G above will reduce the nominal liquidation amount (determined after giving effect to paragraphs B and E above) of the Class C notes. However, the amount of such reduction for each such tranche of Class A notes will not exceed the Class A Unused Subordinated Amount of Class C notes for such tranche of Class A notes (after giving effect to paragraphs B and E above), and such reductions in the nominal liquidation amount of the Class C notes may be reallocated to the Class D notes if permitted as described below.

I.    Each reallocation of WFCardSeries Available Principal Amounts paid to the servicer as described in the fourth clause of “—Application of WFCardSeries Available Principal Amounts” which does not reduce the nominal liquidation amount of Class D notes as described in paragraph G above and does not reduce the nominal liquidation amount of Class C notes as described in paragraph H above will reduce the nominal liquidation amount (determined after giving effect to paragraph C above) of the Class B notes. However, the amount of such reduction for each such tranche of Class A notes will not exceed the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes (after giving effect to paragraph C above), and such reductions in the nominal liquidation amount of the Class B notes may be reallocated to the Class D notes and Class C notes if permitted as described below.

J.    Each reallocation of WFCardSeries Available Principal Amounts paid to the servicer as described in the fifth clause of “—Application of WFCardSeries Available Principal Amounts” will reduce the nominal liquidation amount (determined after giving effect to paragraphs A, D, F and G above) of the Class D notes. However, the amount of such reduction for each such tranche of Class B notes will not exceed the Class B Unused Subordinated Amount of Class D notes for such tranche of Class B notes (after giving effect to paragraphs A, D, F and G above).

K.    Each reallocation of WFCardSeries Available Principal Amounts paid to the servicer as described in the fifth clause of “ —Application of WFCardSeries Available Principal Amounts” which does not reduce the nominal liquidation amount of the Class D Notes pursuant to paragraph J above will reduce the nominal liquidation amount (determined after giving effect to paragraphs B, E and H above) of the Class C notes. However, the amount of such reduction for each such tranche of Class B notes will not exceed the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes (after giving effect to paragraphs B, E and H above), and such reductions in the nominal liquidation amount of the Class C notes may be reallocated to the Class D notes if permitted as described below.

L.    Each reallocation of WFCardSeries Available Principal Amounts paid to the servicer as described in the sixth clause of “—Application of WFCardSeries Available Principal Amounts” will reduce the nominal liquidation amount (determined after giving effect to paragraphs A, D, F, G and J above) of the Class D notes. However, the amount of such reduction for each such tranche of Class C notes will not

127

exceed the Class C Unused Subordinated Amount of Class D notes for such tranche of Class C notes (after giving effect to paragraphs A, D, F, G and J above).

M.    Subject to paragraph N below, each reallocation of WFCardSeries Available Principal Amounts which reduces the nominal liquidation amount of Class B notes as described above will reduce the nominal liquidation amount of each tranche of the Class B notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such tranche of Class B notes for the related month to the Weighted Average Available Funds Allocation Amount for all Class B notes for the related month. However, any allocation of any such reduction that would otherwise have reduced the nominal liquidation amount of a tranche of Class B notes below zero will be reallocated to the remaining tranches of Class B notes in the manner set forth in this paragraph.

N.    Each reallocation of WFCardSeries Available Principal Amounts which reduces the nominal liquidation amount of Class B notes as described in paragraph M above may be reallocated to the Class C notes and such reallocation will reduce the nominal liquidation amount of the Class C notes. However, the amount of such reallocation from each tranche of Class B notes will not exceed the Class B Unused Subordinated Amount of Class C notes for such tranche of Class B notes.

O.    Subject to Paragraph P below, each reallocation of WFCardSeries Available Principal Amounts which reduces the nominal liquidation amount of Class C notes as described above will reduce the nominal liquidation amount of each tranche of the Class C notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such tranche of Class C notes for the related month to the Weighted Average Available Funds Allocation Amount for all Class C notes for the related month. However, any allocation of any such reduction that would otherwise have reduced the nominal liquidation amount of a tranche of Class C notes below zero will be reallocated to the remaining tranches of Class C notes in the manner set forth in this paragraph.

P.    Each reallocation of WFCardSeries Available Principal Amounts which reduces the nominal liquidation amount of Class C notes as described in paragraph O above may be reallocated to the Class D notes and such reallocation will reduce the nominal liquidation amount of the Class D notes. However, the amount of such reallocation from each tranche of Class C notes will not exceed the Class C Unused Subordinated Amount of Class D notes for such tranche of Class C notes.

Q.    Each reallocation of WFCardSeries Available Principal Amounts which reduces the nominal liquidation amount of Class D notes as described above will reduce the nominal liquidation amount of each tranche of the Class D notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such tranche of Class D notes for the related month to the Weighted Average Available Funds Allocation Amount for all Class D notes for the related month. However, any allocation of any such reduction that would otherwise have reduced the nominal liquidation amount of a tranche of Class D notes below zero will be reallocated to the remaining tranches of Class D notes in the manner set forth in this paragraph.

R.    None of such reallocations will reduce the nominal liquidation amount of any tranche of Class B, Class C or Class D notes below zero.

S.    For each tranche of notes, the nominal liquidation amount of that tranche will be reduced by the amount of reductions which are allocated or reallocated to that tranche less the amount of reductions which are reallocated from that tranche to notes of a subordinated class.

128

Limit on Allocations of WFCardSeries Available Principal Amounts and WFCardSeries Available Funds

Each tranche of notes will be allocated WFCardSeries Available Principal Amounts and WFCardSeries Available Funds solely to the extent of its nominal liquidation amount. Therefore, if the nominal liquidation amount of any tranche of notes has been reduced due to reallocations of WFCardSeries Available Principal Amounts to cover payments of interest or the issuing entity servicing fee or due to charge-offs for uncovered Investor Default Amounts, such tranche of notes will not be allocated WFCardSeries Available Principal Amounts or WFCardSeries Available Funds to the extent of such reductions. However, any funds in the applicable principal funding subaccount, any funds in the applicable interest funding subaccount, any amounts payable from any applicable derivative agreement, any funds in the applicable accumulation reserve subaccount, and in the case of Class C notes, any funds in the applicable Class C reserve subaccount will still be available to pay principal of and interest on that tranche of notes. If the nominal liquidation amount of a tranche of notes has been reduced due to reallocation of WFCardSeries Available Principal Amounts to pay interest on senior classes of notes or the issuing entity servicing fee, or due to charge-offs for uncovered Investor Default Amounts, it is possible for that tranche’s nominal liquidation amount to be increased by allocations of WFCardSeries Available Funds. However, there are no assurances that there will be any WFCardSeries Available Funds for such allocations.

Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account

The amount targeted to be deposited into the principal funding account in any month will be the highest of the following amounts. However, no amount will be deposited into the principal funding subaccount for any subordinated note unless following such deposit the remaining available subordinated amount is equal to the aggregate unused subordinated amount for all outstanding senior notes.

● Principal Payment Date. For the month before any principal payment date of a tranche of notes, the deposit targeted for that tranche of notes for that month is equal to the nominal liquidation amount of that tranche of notes as of the close of business on the last day of such month, determined after giving effect to any charge-offs for uncovered Investor Default Amounts and any reallocations, payments or deposits of WFCardSeries Available Principal Amounts occurring on the following Transfer Date.

● Budgeted Deposits. For each month beginning with the twelfth month before the expected principal payment date of that tranche of notes, the deposit targeted to be made into the principal funding subaccount for that tranche of notes will be one-twelfth of the expected outstanding dollar principal amount of that tranche of notes as of its expected principal payment date.

● The issuing entity may postpone the date of the targeted deposits described in the previous sentence. If the issuing entity determines that fewer months than expected would be required to accumulate WFCardSeries Available Principal Amounts necessary to pay a tranche of notes on its expected principal payment date, using conservative historical information about payment rates of principal receivables and after taking into account all of the other expected payments of principal of notes to be made in the next twelve months, then the start of the targeted deposits may be postponed each month by one month, with proportionately larger targeted deposits for each month of postponement. In order to facilitate compliance with any obligation to fund the accumulation reserve subaccount described under “—Targeted Deposits to the Accumulation Reserve Subaccounts,” the issuing entity will make this determination initially no later than the fifteenth month before

129

the expected principal payment date of that tranche of notes and each month thereafter until the month before the expected principal payment date of that tranche of notes.

● Prefunding of the Principal Funding Account for Senior Classes. If the issuing entity determines that any date on which principal is payable or to be deposited into a principal funding subaccount for any tranche of Class D notes will occur at a time when the payment or deposit of all or part of that tranche of Class D notes would be prohibited because it would cause a deficiency in the remaining available subordination for the Class A notes, Class B notes or Class C Notes, the targeted deposit amount for the Class A notes, Class B notes and Class C notes will be an amount equal to the portion of the Adjusted Outstanding Dollar Principal Amount of the Class A notes, Class B notes and Class C notes that would have to cease to be outstanding in order to permit the payment of or deposit for that tranche of Class D notes.

● If the issuing entity determines that any date on which principal is payable or to be deposited into a principal funding subaccount for any tranche of Class C notes will occur at a time when the payment or deposit of all or part of that tranche of Class C notes would be prohibited because it would cause a deficiency in the remaining available subordination for the Class A notes or Class B notes, the targeted deposit amount for the Class A notes and Class B notes will be an amount equal to the portion of the Adjusted Outstanding Dollar Principal Amount of the Class A notes and Class B notes that would have to cease to be outstanding in order to permit the payment of or deposit for that tranche of Class C notes.

● If the issuing entity determines that any date on which principal is payable or to be deposited into a principal funding subaccount for any tranche of Class B notes will occur at a time when the payment or deposit of all or part of that tranche of Class B notes would be prohibited because it would cause a deficiency in the remaining available subordination for the Class A notes, the targeted deposit amount for the Class A notes will be an amount equal to the portion of the Adjusted Outstanding Dollar Principal Amount of the Class A notes that would have to cease to be outstanding in order to permit the payment of or deposit for that tranche of Class B notes.

● Prefunding of the principal funding subaccount for the senior tranches of the WFCardSeries will continue until:

— enough senior notes are repaid so that the subordinated notes that are payable are no longer necessary to provide the required subordination for the outstanding senior notes;

— new subordinated notes are issued so that the subordinated notes that are payable are no longer necessary to provide the required subordination for the outstanding senior notes; or

— the principal funding subaccounts for the senior notes are prefunded so that the subordinated notes that are payable are no longer necessary to provide the required subordination for the outstanding senior notes.

For purposes of calculating the prefunding requirements, the required subordinated amount of a tranche of a senior class of notes of the WFCardSeries will be calculated as described under “The Notes—Required Subordinated Amount” based on its Adjusted Outstanding

130

Dollar Principal Amount on such date. However, if any early redemption event has occurred relating to the subordinated notes or if the usage of the subordinated notes relating to such senior notes is greater than zero, the required subordinated amount will be calculated based on the Adjusted Outstanding Dollar Principal Amount of such tranche as of the close of business on the day immediately preceding the occurrence of such early redemption event or the date on which the usage of the subordinated notes exceeds zero.

When the prefunded amounts are no longer necessary, they will be withdrawn from the principal funding account and applied in accordance with the description under “—Withdrawals from Principal Funding Account—Withdrawals of Prefunded Amounts.” The nominal liquidation amount of the prefunded tranches will be increased by the amount removed from the principal funding account.

If any tranche of senior notes becomes payable as a result of an early redemption event, event of default or other optional or mandatory redemption, or upon reaching its expected principal payment date, any prefunded amounts on deposit in its principal funding subaccount will be paid to noteholders of that tranche and deposits to pay the notes will continue as necessary to pay that tranche.

● Event of Default, Early Redemption Event or Other Optional or Mandatory Redemption. If any tranche of notes has been accelerated after the occurrence of an event of default during that month, or an early redemption event or other optional or mandatory redemption has occurred relating to any tranche of notes, the deposit targeted for that tranche of notes for that month and each following month will equal the nominal liquidation amount of that tranche of notes as of the close of business on the last day of the preceding month, determined after giving effect to reallocations, payments or deposits occurring on the Transfer Date for that month.

● Amounts Owed to Derivative Counterparties. If a tranche of U.S. dollar notes or foreign currency notes that has a Performing or non-Performing derivative agreement for principal that provides for a payment to the applicable derivative counterparty, the deposit targeted for that tranche of notes on each Transfer Date for any payment to the derivative counterparty will be specified in the WFCardSeries  indenture supplement.

Allocation to Principal Funding Subaccounts

WFCardSeries Available Principal Amounts, after any reallocation to cover WFCardSeries Available Funds shortfalls, if any, will be caused to be allocated by the Issuer each month, and a portion deposited in the principal funding subaccount established for each tranche of notes, as follows:

● WFCardSeries Available Principal Amounts Equal Targeted Amounts. If WFCardSeries Available Principal Amounts remaining on deposit in the collection account after giving effect to clauses one through six under “—Application of WFCardSeries Available Principal Amounts” are equal to the sum of the deposits targeted by each tranche of notes, then the applicable targeted amount will be deposited in the principal funding subaccount established for each tranche.

● WFCardSeries Available Principal Amounts Are Less Than Targeted Amounts. If WFCardSeries Available Principal Amounts remaining on deposit in the Collection Account after giving effect to clauses one through six under “—Application of WFCardSeries Available Principal Amounts” are less than the sum of the deposits targeted

131

by each tranche of notes, then WFCardSeries Available Principal Amounts will be deposited in the principal funding subaccount for each tranche in the following priority:

— first, the amount available will be caused to be allocated by the issuing entity to the Class A notes,

— second, the amount available after the application above will be caused to be allocated by the issuing entity to the Class B notes,

— third, the amount available after the applications above will be caused to be allocated by the issuing entity to the Class C notes, and

— fourth, the amount available after the applications above will be caused to be allocated by the issuing entity to the Class D notes.

In each case, WFCardSeries Available Principal Amounts allocated to a class will be allocated to each tranche of notes within such class pro rata based on the ratio of:

— the amount targeted to be deposited into the principal funding subaccount for the applicable tranche of such class, to

— the aggregate amount targeted to be deposited into the principal funding subaccount for all tranches of such class.

If the restrictions described in “—Limit on Deposits to the Principal Funding Subaccount of Subordinated Notes; Limit on Repayments of all Tranches” prevent the deposit of WFCardSeries Available Principal Amounts into the principal funding subaccount of any subordinated note, the aggregate amount of WFCardSeries Available Principal Amounts available to make the targeted deposit for such subordinated tranche will be allocated first to the Class A notes, then to the Class B notes, and then to the Class C notes in each case pro rata based on the dollar amount of subordinated notes required to be outstanding for the related senior notes. See “—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account.”

Limit on Deposits to the Principal Funding Subaccount of Subordinated Notes; Limit on Repayments of all Tranches

Limit on Deposits to the Principal Funding Subaccount of Subordinated Notes. No WFCardSeries Available Principal Amounts will be deposited in the principal funding subaccount of any tranche of Class B notes unless, following such deposit, the available subordinated amount of Class B notes is at least equal to the required subordinated amount of Class B notes for all outstanding Class A notes minus the Class A Usage of Class B Required Subordinated Amount for all Class A notes. For this purpose, the available subordinated amount of Class B notes is equal to the aggregate nominal liquidation amount of all other Class B notes of the WFCardSeries which will be outstanding after giving effect to the deposit into the principal funding subaccount of such tranche of Class B notes and all other Class B notes which have a targeted deposit into the principal funding account for such month.

No WFCardSeries Available Principal Amounts will be deposited in the principal funding subaccount of any tranche of Class C notes unless, following such deposit:

132

● the available subordinated amount of Class C notes is at least equal to the required subordinated amount of Class C notes for all outstanding Class A notes minus the Class A Usage of Class C Required Subordinated Amount for all Class A notes; and

● the available subordinated amount of Class C notes is at least equal to the required subordinated amount of Class C notes for all outstanding Class B notes minus the Class B Usage of Class C Required Subordinated Amount for all Class B notes.

For this purpose, the available subordinated amount of Class C notes is equal to the aggregate nominal liquidation amount of all other Class C notes of the WFCardSeries which will be outstanding after giving effect to the deposit into the principal funding subaccount of such tranche of Class C notes and all other Class C notes which have a targeted deposit into the principal funding account for such month.

No WFCardSeries Available Principal Amounts will be deposited in the principal funding subaccount of any tranche of Class D notes unless, following such deposit:

● the available subordinated amount of Class D notes is at least equal to the required subordinated amount of Class D notes for all outstanding Class A notes minus the Class A Usage of Class D Required Subordinated Amount for all Class A notes;

● the available subordinated amount of Class D notes is at least equal to the required subordinated amount of Class D notes for all outstanding Class B notes minus the Class B Usage of Class D Required Subordinated Amount for all Class B notes; and

● the available subordinated amount of Class D notes is at least equal to the required subordinated amount of Class D notes for all outstanding Class C notes minus the Class C Usage of Class D Required Subordinated Amount for all Class C notes.

For this purpose, the available subordinated amount of Class D notes is equal to the aggregate nominal liquidation amount of all other Class D notes of the WFCardSeries which will be outstanding after giving effect to the deposit into the principal funding subaccount of such tranche of Class D notes and all other Class D notes which have a targeted deposit into the principal funding account for such month.

WFCardSeries Available Principal Amounts will be deposited in the principal funding subaccount of a subordinated note if and only to the extent that such deposit is not contrary to any of the preceding five paragraphs and the prefunding target amount for each senior note is zero.

Limit on Repayments of all Tranches. No amounts on deposit in a principal funding subaccount for any tranche of Class A notes or Class B notes will be applied to pay principal of that tranche or to make a payment under a derivative agreement with respect to principal of that tranche in excess of the highest outstanding dollar principal amount of that tranche (or, in the case of foreign currency notes, such other amount that may be specified in the WFCardSeries indenture supplement). In the case of any tranche of Class C notes, no amounts on deposit in a principal funding subaccount or, if applicable, a Class C reserve subaccount for any such tranche will be applied to pay principal of that tranche or to make a payment under a derivative agreement with respect to principal of that tranche in excess of the highest outstanding dollar principal amount of that tranche (or, in the case of foreign currency notes, such other amount that may be specified in the WFCardSeries indenture supplement). In the case of any tranche of Class D notes, no amounts on deposit in a principal funding subaccount or, if applicable, a Class D reserve subaccount for any such tranche will be applied to pay principal of that tranche or to make a payment under a derivative agreement with respect to principal of that tranche in excess of the highest outstanding dollar principal

133

amount of that tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related WFCardSeries indenture supplement).

Payments Received from Derivative Counterparties for Principal

Unless otherwise specified in the related indenture supplement, dollar payments for principal received under derivative agreements of U.S. dollar notes in the WFCardSeries will be treated as WFCardSeries Available Principal Amounts. Payments received under derivative agreements for principal of foreign currency notes in the WFCardSeries will be applied as specified in the WFCardSeries indenture supplement.

Deposits of Withdrawals from the Class C Reserve Account to the Principal Funding Account

Withdrawals from any Class C reserve subaccount will be deposited into the applicable principal funding subaccount for the applicable tranche of Class C notes to the extent described under “—Withdrawals from the Class C Reserve Account.”

Deposits of Withdrawals from the Class D Reserve Account to the Principal Funding Account

Withdrawals from any Class D reserve subaccount will be deposited into the applicable principal funding subaccount for the applicable tranche of Class D notes to the extent described under “ —Withdrawals from the Class D Reserve Account.”

Withdrawals from Interest Funding Account

After giving effect to all deposits of funds to the interest funding account in a month, the following withdrawals from the applicable interest funding subaccount may be made, to the extent funds are available, in the applicable interest funding subaccount. A tranche of notes may be entitled to more than one of the following withdrawals in a particular month:

● Withdrawals for U.S. Dollar Notes. On each applicable interest payment date for each tranche of U.S. dollar notes, an amount equal to interest due on the applicable tranche of notes on the applicable interest payment date (including any overdue interest payments and additional interest on overdue interest payments) will be withdrawn from that interest funding subaccount and paid to the paying agent.

● Withdrawals for Foreign Currency Notes with a Non-Performing Derivative Agreement. On each applicable interest payment date for a tranche of foreign currency notes that has a non-Performing derivative agreement for interest, the amount specified in the WFCardSeries indenture supplement will be withdrawn from that interest funding subaccount and, if so specified in the applicable indenture supplement, converted to the applicable foreign currency at the applicable spot exchange rate and remitted to the paying agent.

● Withdrawals for Payments to Derivative Counterparties. On each date on which a payment is required under the applicable derivative agreement, for any tranche of notes that has a Performing or non-Performing derivative agreement for interest, an amount equal to the amount of the payment to be made under the applicable derivative agreement (including, if applicable, any overdue payment and any additional interest on overdue payments) will be withdrawn from that interest funding subaccount and paid in accordance with the WFCardSeries indenture supplement.

134

If the aggregate amount available for withdrawal from an interest funding subaccount is less than all withdrawals required to be made from that subaccount in a month after giving effect to all deposits, then the amounts on deposit in that interest funding subaccount will be withdrawn and, if payable to more than one person, applied pro rata based on the amounts of the withdrawals required to be made. After payment in full of any tranche of notes, any amount remaining on deposit in the applicable interest funding subaccount will be first applied to cover any interest funding subaccount shortfalls for other tranches of notes in the manner described in “—Allocation to Interest Funding Subaccounts,” second applied to cover any principal funding subaccount shortfalls in the manner described in “—Allocation to Principal Funding Subaccounts,” and third paid to the issuing entity.

Withdrawals from Principal Funding Account

After giving effect to all deposits of funds to the principal funding account in a month, the following withdrawals from the applicable principal funding subaccount will be made to the extent funds are available in the applicable principal funding subaccount. A tranche of notes may be entitled to more than one of the following withdrawals in a particular month:

● Withdrawals for U.S. Dollar Notes with no Derivative Agreement for Principal. On each applicable principal payment date, for each tranche of U.S. dollar notes that has no derivative agreement for principal, an amount equal to the principal due on the applicable tranche of notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and paid to the paying agent.

● Withdrawals for U.S. Dollar or Foreign Currency Notes with a Performing Derivative Agreement for Principal. On each date on which a payment is required under the applicable derivative agreement for any tranche of U.S. dollar or foreign currency notes that has a Performing derivative agreement for principal, an amount equal to the amount of the payment to be made under the applicable derivative agreement will be withdrawn from the applicable principal funding subaccount and paid to the applicable derivative counterparty. The issuing entity will direct the applicable derivative counterparty to remit its payments under the applicable derivative agreement to the paying agent.

● Withdrawals for Foreign Currency Notes with a non-Performing Derivative Agreement for Principal. On each principal payment date for a tranche of foreign currency notes that has a non-Performing derivative agreement for principal, an amount equal to the amount specified in the applicable indenture supplement will be withdrawn from that principal funding subaccount and, if so specified in the applicable indenture supplement, converted to the applicable foreign currency at the prevailing spot exchange rate and paid to the paying agent.

● Withdrawals for U.S. Dollar Notes with a non-Performing Derivative Agreement for Principal. On each principal payment date for a tranche of U.S. dollar notes with a non-Performing derivative agreement for principal, the amount specified in the applicable indenture supplement will be withdrawn from the applicable principal funding subaccount and paid to the paying agent.

● Withdrawals of Prefunded Amounts. If prefunding of the principal funding subaccounts for senior classes of notes is no longer necessary as a result of payment of senior notes or issuance of additional subordinated notes, as described under “—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account—Prefunding of the Principal Funding Account for Senior Classes,” the prefunded amounts

135

will be withdrawn from the principal funding account and first, allocated among and deposited to the principal funding subaccounts of the Class A notes up to the amount then targeted to be on deposit in such principal funding subaccount; second, allocated among and deposited to the principal funding subaccounts of the Class B notes up to the amount then targeted to be on deposit in such principal funding subaccount; third, allocated among and deposited to the principal funding subaccount of the Class C notes up to the amount then targeted to be on deposit in such principal funding subaccount; fourth, allocated among and deposited to the principal funding subaccount of the Class D notes up to the amount then targeted to be on deposit in such principal funding subaccount; and fifth, any remaining amounts paid to the issuing entity for reinvestment in principal receivables.

● Withdrawals on the Legal Maturity Date. On the legal maturity date of any tranche of notes, amounts on deposit in the principal funding subaccount of such tranche may be applied to pay principal of that tranche or to make a payment under a derivative agreement with respect to principal of that tranche.

If the aggregate amount available for withdrawal from a principal funding subaccount for any tranche of notes is less than all withdrawals required to be made from that principal funding subaccount for that tranche in a month, then the amounts on deposit will be withdrawn and applied pro rata based on the amounts of the withdrawals required to be made. Upon payment in full of any tranche of notes, any remaining amount on deposit in the applicable principal funding subaccount will be first applied to cover any interest funding subaccount shortfalls for other tranches of notes, second applied to cover any principal funding subaccount shortfalls, and third paid to the issuing entity.

Targeted Deposits to the Class C Reserve Account

The Class C reserve account will be funded on each Transfer Date, as necessary, from WFCardSeries Available Funds as described under “—Application of WFCardSeries Available Funds.” The aggregate deposit targeted to be made to the Class C reserve account in each month will be the sum of the Class C reserve subaccount deposits targeted to be made for each tranche of Class C notes as required under the WFCardSeries indenture supplement.

If the aggregate deposit made to the Class C reserve account is less than the sum of the targeted deposits for each tranche of Class C notes, then the amount available will be caused to be allocated by the issuing entity to each tranche of Class C notes up to the targeted deposit pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount of that tranche for such month to the Weighted Average Available Funds Allocation Amount of all tranches of Class C notes of that series for such month that have a targeted amount to be deposited in their Class C reserve subaccounts for that month. After the initial allocation, any excess will be further allocated in a similar manner to those Class C reserve subaccounts which still have an uncovered targeted deposit.

Withdrawals from the Class C Reserve Account

Withdrawals will be made from the Class C reserve account in the amount and manner required under the WFCardSeries indenture supplement.

Withdrawals will be made from the Class C reserve subaccounts, but in no event more than the amount on deposit in the applicable Class C reserve subaccount, in the following order:

● Payments of Interest and Payments Relating to Derivative Agreements for Interest. If the amount on deposit in the interest funding subaccount for any tranche of Class C notes is

136

insufficient to pay in full the amounts for which withdrawals are required, the amount of the deficiency will be withdrawn from the applicable Class C reserve subaccount and deposited into the applicable interest funding subaccount for such tranche.

● Payments of Principal and Payments Relating to Derivative Agreements for Principal. If, on and after the earliest to occur of (i) the date on which any tranche of Class C notes is accelerated pursuant to the indenture following an event of default relating to such tranche, (ii) any date on or after the Transfer Date immediately preceding the expected principal payment date on which the amount on deposit in the principal funding subaccount for any tranche of Class C notes plus the aggregate amount on deposit in the Class C reserve subaccount for such tranche of Class C notes equals or exceeds the outstanding dollar principal amount of such Class C notes and (iii) the legal maturity date for any tranche of Class C notes, the amount on deposit in the principal funding subaccount for any tranche of Class C notes is insufficient to pay in full the amounts for which withdrawals are required, the amount of the deficiency will be withdrawn from the applicable Class C reserve subaccount and deposited into the applicable principal funding subaccount.

● Excess Amounts. If on any Transfer Date the aggregate amount on deposit in the Class C reserve account is greater than the amount required to be on deposit in the applicable Class C reserve account and such Class C notes have not been accelerated, the excess will be withdrawn and first caused to be allocated by the issuing entity among and deposited to the other Class C reserve subaccounts in a manner similar to that described in the second paragraph of “—Targeted Deposits to the Class C Reserve Account” and then caused to be allocated by the issuing entity and applied in a manner similar to that described under “—Application of WFCardSeries Available Funds” items seventh through tenth. In addition, after payment in full of any tranche of Class C notes, any amount remaining on deposit in the applicable Class C reserve subaccount will be applied in accordance with the preceding sentence.

Targeted Deposits to the Class D Reserve Account

The Class D reserve account will be funded on each Transfer Date, as necessary, from WFCardSeries Available Funds as described under “—Application of WFCardSeries Available Funds.” The aggregate deposit targeted to be made to the Class D reserve account in each month will be the sum of the Class D reserve subaccount deposits targeted to be made for each tranche of Class D notes as required under the WFCardSeries indenture supplement.

If the aggregate deposit made to the Class D reserve account is less than the sum of the targeted deposits for each tranche of Class D notes, then the amount available will be caused to be allocated by the issuing entity to each tranche of Class D notes up to the targeted deposit pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount of that tranche for such month to the Weighted Average Available Funds Allocation Amount of all tranches of Class D notes of that series for such month that have a targeted amount to be deposited in their Class D reserve subaccounts for that month. After the initial allocation, any excess will be further caused to be allocated by the issuing entity in a similar manner to those Class D reserve subaccounts which still have an uncovered targeted deposit.

Withdrawals from the Class D Reserve Account

Withdrawals will be made from the Class D reserve account in the amount and manner required under the WFCardSeries indenture supplement.

137

Withdrawals will be made from the Class D reserve subaccounts, but in no event more than the amount on deposit in the applicable Class D reserve subaccount, in the following order:

● Payments of Interest and Payments Relating to Derivative Agreements for Interest. If the amount on deposit in the interest funding subaccount for any tranche of Class D notes is insufficient to pay in full the amounts for which withdrawals are required, the amount of the deficiency will be withdrawn from the applicable Class D reserve subaccount and deposited into the applicable interest funding subaccount for such tranche.

● Payments of Principal and Payments Relating to Derivative Agreements for Principal. If, on and after the earliest to occur of (i) the date on which any tranche of Class D notes is accelerated pursuant to the indenture following an event of default relating to such tranche, (ii) any date on or after the Transfer Date immediately preceding the expected principal payment date on which the amount on deposit in the principal funding subaccount for any tranche of Class D notes plus the aggregate amount on deposit in the Class D reserve subaccount for such tranche of Class D notes equals or exceeds the outstanding dollar principal amount of such Class D notes and (iii) the legal maturity date for any tranche of Class D notes, the amount on deposit in the principal funding subaccount for any tranche of Class D notes is insufficient to pay in full the amounts for which withdrawals are required, the amount of the deficiency will be withdrawn from the applicable Class D reserve subaccount and deposited into the applicable principal funding subaccount.

● Excess Amounts. If on any Transfer Date the aggregate amount on deposit in the Class D reserve account is greater than the amount required to be on deposit in the applicable Class D reserve account and such Class D notes have not been accelerated, the excess will be withdrawn and first allocated among and deposited to the other Class D reserve subaccounts in a manner similar to that described in the second paragraph of “—Targeted Deposits to the Class D Reserve Account” and then allocated and applied in a manner similar to that described under “—Application of WFCardSeries Available Funds” items eighth through tenth. In addition, after payment in full of any tranche of Class D notes, any amount remaining on deposit in the applicable Class D reserve subaccount will be applied in accordance with the preceding sentence.

Targeted Deposits to the Accumulation Reserve Subaccounts

If more than one budgeted deposit is required to accumulate and pay the principal of a tranche of notes, the accumulation reserve subaccount will begin to be funded for such tranche no later than three months prior to the date on which a budgeted deposit is first targeted for such tranche as described under “—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account.” If a single budgeted deposit is required to accumulate and pay the principal of a tranche of notes, the accumulation reserve subaccount will not be funded for such tranche. See “—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account” for a discussion of how the issuing entity will determine the number of budgeted deposits required to accumulate and pay the principal of each tranche of notes. The accumulation reserve subaccount for a tranche of notes requiring more than one budgeted deposit will be funded on each following Transfer Date, as necessary, from WFCardSeries Available Funds as described under “—Application of WFCardSeries Available Funds.” The aggregate deposit targeted to be made to the accumulation reserve account in each month, if applicable, will be the sum of the accumulation reserve subaccount deposits targeted to be made for each tranche of notes.

138

If the aggregate amount of WFCardSeries Available Funds available for deposit to the accumulation reserve account is less than the sum of the targeted deposits for each tranche of notes, then the amount available will be caused to be allocated by the issuing entity to each tranche of notes up to the targeted deposit pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for that tranche for that month to the Weighted Average Available Funds Allocation Amount for all tranches of notes that have a targeted deposit to their accumulation reserve subaccounts for that month. After the initial allocation, any excess will be further caused to be allocated by the issuing entity in a similar manner to those accumulation reserve subaccounts which still have an uncovered targeted deposit.

Withdrawals from the Accumulation Reserve Subaccounts

Withdrawals will be made from the accumulation reserve subaccounts, but in no event more than the amount on deposit in the applicable accumulation reserve subaccount, in the following order:

● Interest. On or prior to each Transfer Date, the issuing entity will calculate for each tranche of notes the amount of any shortfall of net investment earnings for amounts on deposit in the principal funding subaccount for that tranche (other than prefunded amounts) over the amount of interest that would have accrued on such deposit if that tranche had borne interest at the applicable note interest rate (or other rate specified in the WFCardSeries indenture supplement) for the prior month. If there is any such shortfall for that Transfer Date, or any unpaid shortfall from any earlier Transfer Date, the issuing entity will cause to be withdrawn the sum of those amounts from the accumulation reserve subaccount, to the extent available, for treatment as WFCardSeries Available Funds for such month.

● Payment to Issuing Entity. Upon payment in full of any tranche of notes, any amount on deposit in the applicable accumulation reserve subaccount will be paid to the issuing entity.

Final Payment of the Notes

Noteholders are entitled to payment of principal in an amount equal to the outstanding dollar principal amount of their respective notes. However, WFCardSeries Available Principal Amounts will be allocated to pay principal on the notes only up to their nominal liquidation amount, which will be reduced for charge-offs due to uncovered Investor Default Amounts and reallocations of WFCardSeries Available Principal Amounts to pay interest on senior classes of notes or a portion of the issuing entity servicing fee allocable to such notes. In addition, if a sale of receivables occurs, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” the amount of receivables sold will be limited to the nominal liquidation amount of, plus any accrued, past due or additional interest on, the related tranche of notes. If the nominal liquidation amount of a tranche has been reduced, noteholders of such tranche will receive full payment of principal only to the extent proceeds from the sale of receivables are sufficient to pay the full principal amount, amounts are received from an applicable derivative agreement or amounts have been previously deposited in an issuing entity account for such tranche of notes.

On the date of a sale of receivables, the proceeds of such sale will be available to pay the outstanding dollar principal amount of, plus any accrued, past due and additional interest on, that tranche.

139

A tranche of notes will be considered to be paid in full, the holders of those notes will have no further right or claim to, and the issuing entity will have no further obligation or liability for, principal or interest, on the earliest to occur of:

● the date of the payment in full of the stated principal amount of and all accrued, past due and additional interest on that tranche of notes;

● the date on which the outstanding dollar principal amount of that tranche of notes is reduced to zero, and all accrued, past due or additional interest on that tranche of notes is paid in full;

● the legal maturity date of that tranche of notes, after giving effect to all deposits, allocations, reallocations, sales of credit card receivables and payments to be made on that date; or

● the date on which a sale of receivables has taken place for such tranche, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

Pro Rata Payments Within a Tranche

All notes of a tranche will receive payments of principal and interest pro rata based on the stated principal amount of each note in that tranche.

Shared Excess Available Funds

The WFCardSeries is included in “Excess Available Funds Sharing Group One.” In addition to the WFCardSeries, the issuing entity may issue other series of notes that are included in Excess Available Funds Sharing Group One. WFCardSeries Available Funds for any month remaining after making the eighth application described under “—Application of WFCardSeries Available Funds” will be available for allocation to other series of notes in Excess Available Funds Sharing Group One. Such excess including excesses, if any, from other series of notes in Excess Available Funds Sharing Group One, called shared excess available funds, will be allocated to cover certain shortfalls in Available Funds for the series in Excess Available Funds Sharing Group One, if any, which have not been covered out of Available Funds allocable to such series. If these shortfalls exceed shared excess available funds for any month, shared excess available funds will be allocated pro rata among the applicable series in Excess Available Funds Sharing Group One based on the relative amounts of those shortfalls in Available Funds. To the extent that shared excess available funds exceed those shortfalls, the balance will be paid to the issuing entity. For the WFCardSeries, shared excess available funds, to the extent available and allocated to the WFCardSeries, will cover shortfalls in the first four applications described in “—Application of WFCardSeries Available Funds.”

Shared Excess Available Principal Amounts

The WFCardSeries is included in “Excess Available Principal Amount Sharing Group One.” In addition to the WFCardSeries, the issuing entity may issue other series of notes that either are, or are not included in Excess Available Principal Amount Sharing Group One. WFCardSeries Available Principal Amounts for any month remaining after making the seventh application described under “—Application of WFCardSeries Available Principal Amounts” will be available for allocation to other series of notes in Excess Available Principal Amounts Sharing Group One. Such excess including excesses, if any, from other series of notes in Excess Available Principal Amounts Sharing Group One, called shared excess available principal amounts, will be allocated to cover certain shortfalls in Available Principal Amounts for

140

the series in Excess Available Principal Amounts Sharing Group One, if any, which have not been covered out of Available Principal Amounts allocable to such series. If these shortfalls exceed shared excess available principal amounts for any month, shared excess available principal amounts will be allocated pro rata among the applicable series in Excess Available Principal Amount Sharing Group One based on the relative amounts of those shortfalls in Available Principal Amounts. To the extent that shared excess available principal amounts exceed those shortfalls, the balance will be paid to the issuing entity. For the WFCardSeries, shared excess available principal amounts, to the extent available and allocated to the WFCardSeries, will cover shortfalls in the first five applications described in “—Application of WFCardSeries Available Principal Amounts.”

Issuing Entity Accounts

The issuing entity has established a collection account for the purpose of receiving finance charge collections, principal collections and other amounts received with respect to the receivables transferred to the issuing entity.

The issuing entity has also established an excess funding account for the purpose of retaining amounts that would otherwise be paid to the holder of the Transferor Interest, but for the fact that the Transferor Interest at the time is less than the Minimum Transferor Interest.

The issuing entity may cause to be established and maintained in the name of the indenture trustee supplemental accounts for any series, class or tranche of notes for the benefit of the related noteholders.

For the WFCardSeries notes, the issuing entity will also establish a principal funding account, an interest funding account and an accumulation reserve account for the benefit of the WFCardSeries, which will have subaccounts for each tranche of notes of the WFCardSeries, a Class C reserve account, which will have subaccounts for each tranche of Class C notes of the WFCardSeries and a Class D reserve account, which will have subaccounts for each tranche of Class D notes of the WFCardSeries.

The collection account, the excess funding account and supplemental accounts described in this section are referred to as issuing entity accounts. Amounts maintained in issuing entity accounts may only be invested by the paying agent at the written direction of the issuing entity, without independent verification of its authority, in Permitted Investments; provided, that, during the occurrence of an Event of Default, amounts in issuing entity accounts will remain uninvested.

Each day, finance charge collections, principal collections and other amounts received with respect to the receivables transferred to the issuing entity will be transferred into the collection account, and then allocated to each series of notes (including the WFCardSeries), and then allocated to the applicable series principal funding account, the interest funding account, the accumulation reserve account, the Class C reserve account, the Class D reserve account and any other supplemental account, to make payments under any applicable derivative agreements and additionally as specified in “—Deposit and Application of Funds.”

Each month, finance charge collections, principal collections and other amounts received with respect to the receivables transferred to the issuing entity will be transferred into one or more supplemental accounts, to make payments of interest on and principal of the notes, to make payments under any applicable derivative agreements, and for the other purposes determined in connection with the issuance of the applicable notes.

For the WFCardSeries, funds on deposit in the principal funding account and the interest funding account will be used to make payments of principal of and interest on the WFCardSeries notes when such

141

payments are due. Payments of interest and principal will be due in the month when the funds are deposited into the accounts, or in later months. If interest on a note is not scheduled to be paid every month—for example, if interest on that note is payable quarterly, semiannually or at another interval less frequently than monthly—the issuing entity will deposit accrued interest amounts funded from WFCardSeries Available Funds into the interest funding subaccount for that note to be held until the interest is due. See “—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Funds to the Interest Funding Account.”

If the issuing entity anticipates that WFCardSeries Available Principal Amounts will not be enough to pay the stated principal amount of a note on its expected principal payment date, the issuing entity may begin to apply WFCardSeries Available Principal Amounts in months before the expected principal payment date and deposit those funds into the principal funding subaccount established for that tranche to be held until the expected principal payment date of that note. However, since funds in the principal funding subaccount for tranches of subordinated notes will not be available for credit enhancement for any senior classes of notes, WFCardSeries Available Principal Amounts will not be deposited into the principal funding subaccount for a tranche of subordinated notes if such deposit would reduce the available subordination below the required subordination.

If the earnings on funds in the principal funding subaccount are less than the interest payable on the portion of principal in the principal funding subaccount for the applicable tranche of notes, the amount of such shortfall will be withdrawn from the accumulation reserve account to the extent available, unless the amounts on deposit in the principal funding subaccount are prefunded amounts, in which case additional finance charge collections will be allocable to the WFCardSeries and will be treated as WFCardSeries Available Funds as described under “Deposit and Application of Funds for each Series—WFCardSeries Available Funds” and “Sources of Funds to Pay the Notes—Application of Collections” in this prospectus.

Derivative Agreements

Some notes may have the benefits of one or more derivative agreements, such as an interest rate swap, a cap (obligating a derivative counterparty to pay all interest in excess of a specified percentage rate), or a collar (obligating a derivative counterparty to pay all interest below a specified percentage rate and above a higher specified percentage rate) with various counterparties. In general, the issuing entity will receive payments from counterparties to the derivative agreements in exchange for the issuing entity’s payments to them, to the extent required under the derivative agreements. Payments received from derivative counterparties with respect to interest payments on dollar notes in a series, class or tranche will generally be treated as Available Funds for such series, class or tranche. Funding or its affiliates may be derivative counterparties for any series, class or tranche of notes. [See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes” for a description of the material terms of the derivative agreement for the Class [•](20[•]-[•]) notes.]

Sale of Credit Card Receivables

In addition to a sale of receivables following an insolvency of Funding, if a series, class or tranche of notes has an event of default and is accelerated before its legal maturity date, the issuing entity will sell credit card receivables, or interests therein, if the conditions described in “The Indenture—Events of Default” and “—Events of Default Remedies” are satisfied, and for subordinated notes of a multiple tranche series, only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series. This sale will take place at the direction of the indenture trustee or at the direction of the holders of not less than 66 2/3% of aggregate outstanding dollar principal amount of notes of that series, class or tranche.

142

Any sale of receivables for a subordinated tranche of notes in a multiple tranche series may be delayed until the senior classes of notes of the same series are prefunded, enough notes of senior classes are repaid, or new subordinated notes have been issued, in each case, to the extent that the subordinated tranche is no longer needed to provide the required subordination for the senior notes of that series. In a multiple tranche series, if a senior tranche of notes directs a sale of credit card receivables, then after the sale that tranche will no longer be entitled to subordination from subordinated classes of notes of the same series.

If principal of or interest on a tranche of notes has not been paid in full on its legal maturity date, the sale will automatically take place on that date regardless of the subordination requirements of any senior classes of notes. Proceeds from such sale will be immediately paid to the noteholders of the related tranche.

The amount of credit card receivables sold will be up to the nominal liquidation amount of, plus any accrued, past due and additional interest on, the related notes. The nominal liquidation amount of such notes will be automatically reduced to zero upon such sale. No more Available Principal Amounts or Available Funds will be allocated to those notes. Noteholders will receive the proceeds of such sale in an amount not to exceed the outstanding principal amount of, plus any past due, accrued and additional interest on, such notes. Such notes are no longer outstanding under the indenture once the sale occurs.

After giving effect to a sale of receivables for a series, class or tranche of notes, the amount of proceeds on deposit in a principal funding account or subaccount may be less than the outstanding dollar principal amount of that series, class or tranche. This deficiency can arise because the nominal liquidation amount of that series, class or tranche was reduced before the sale of receivables or because the sale price for the receivables was less than the outstanding dollar principal amount and accrued, past due and additional interest. These types of deficiencies will not be reimbursed.

Sale of Credit Card Receivables for WFCardSeries Notes

Credit card receivables may be sold upon the insolvency of Funding, upon an event of default and acceleration relating to a tranche of notes, and on the legal maturity date of a tranche of notes. See “The Indenture—Events of Default” and “—Early Redemption Events” in this prospectus.

If a tranche of notes has an event of default and is accelerated before its legal maturity date, the issuing entity may sell credit card receivables in an amount up to the nominal liquidation amount of the affected tranche plus any accrued, past due or additional interest on the affected tranche if the conditions described in “The Indenture—Events of Default Remedies” are satisfied. This sale will take place at the option of the indenture trustee or at the direction of the holders of not less than 66 2/3% of aggregate outstanding dollar principal amount of notes of that tranche. However, a sale will only be permitted if at least one of the following conditions is met:

● the holders of [90]% of the aggregate outstanding dollar principal amount of the accelerated tranche of notes consent;

● the net proceeds of such sale (plus amounts on deposit in the applicable subaccounts and payments to be received from any applicable derivative agreement) would be sufficient to pay all amounts due on the accelerated tranche of notes; or

● if the indenture trustee determines that the funds to be allocated to the accelerated tranche of notes, including WFCardSeries Available Funds and WFCardSeries Available Principal Amounts allocable to the accelerated tranche of notes, payments to be received from any applicable derivative agreement and amounts on deposit in the applicable subaccounts,

143

may not be sufficient on an ongoing basis to make all payments on the accelerated tranche of notes as such payments would have become due if such obligations had not been declared due and payable, and [66 2/3]% of the noteholders of the accelerated tranche of notes consent to the sale.

Any sale of receivables for a subordinated tranche of notes will be delayed if the subordination provisions prevent payment of the accelerated tranche until a sufficient amount of senior classes of notes are prefunded, or a sufficient amount of senior notes have been repaid, or a sufficient amount of subordinated tranches have been issued, in each case, to the extent that the accelerated tranche of notes is no longer needed to provide the required subordination for the senior classes.

If principal of or interest on a tranche of notes has not been paid in full on its legal maturity date (after giving effect to any allocations, deposits and distributions to be made on such date), the sale will automatically take place on that date regardless of the subordination requirements of any senior classes of notes. Proceeds from such a sale will be immediately paid to the noteholders of the related tranche.

The amount of credit card receivables sold will be up to the nominal liquidation amount of, plus any accrued, past due and additional interest on, the tranches of notes that directed the sale to be made. The nominal liquidation amount of any tranche of notes that directed the sale to be made will be automatically reduced to zero upon such sale. After such sale, no more WFCardSeries Available Principal Amounts or WFCardSeries Available Funds will be allocated to that tranche.

If a tranche of notes directs a sale of credit card receivables, then after the sale that tranche will no longer be entitled to credit enhancement from subordinated classes of notes of the same series. Tranches of notes that have directed sales of credit card receivables are not outstanding under the indenture.

After giving effect to a sale of receivables for a tranche of notes, the amount of proceeds may be less than the outstanding dollar principal amount of that tranche. This deficiency can arise because of a Nominal Liquidation Amount Deficit or if the sale price for the receivables was less than the outstanding dollar principal amount. These types of deficiencies will not be reimbursed unless, in the case of Class C notes, there are sufficient amounts in the related Class C reserve subaccount and in the case of Class D notes, there are sufficient amounts in the related Class D reserve subaccount.

Any amount remaining on deposit in the interest funding subaccount for a tranche of notes that has received final payment as described in “—Deposit and Application of Funds for each Series—Final Payment of the Notes” and that has caused a sale of receivables will be treated as WFCardSeries Available Funds and be allocated as described in “—Application of WFCardSeries Available Funds.”

Limited Recourse to the Issuing Entity; Security for the Notes

Only the portion of Available Funds and Available Principal Amounts allocable to a series, class or tranche of notes after giving effect to all allocations and reallocations thereof, funds on deposit in the applicable issuing entity accounts, any applicable derivative agreement and proceeds of sales of credit card receivables provide the source of payment for principal of or interest on any series, class or tranche of notes. Noteholders will have no recourse to any other assets of the issuing entity or any other person or entity for the payment of principal of or interest on the notes.

The notes of all series are secured by a shared security interest in the receivables transferred to the issuing entity, collections and other amounts received with respect to those receivables, the collection account, the excess funding account, and the other issuing entity accounts, but each series, class or tranche of notes is entitled to the benefits of only that portion of those assets allocated to it under the indenture and

144

the related indenture supplement. See “The Indenture—Issuing Entity Covenants” and “—Representations and Warranties” for a discussion of covenants regarding the perfection of security interests. Each series, class or tranche of notes is also secured by a security interest in any applicable supplemental account and any applicable derivative agreement.

The WFCardSeries is allocated a portion of collections of finance charge receivables, collections of principal receivables, its share of the payment obligation of the issuing entity servicing fee and its share of defaults on principal receivables of the issuing entity based on its investor percentage. Similarly, WFCardSeries notes are entitled only to their allocable share of Available Funds and Available Principal Amounts (referred to as WFCardSeries Available Funds and WFCardSeries Available Principal Amounts, respectively), amounts on deposit in the applicable issuing entity accounts, any payments received from derivative counterparties (to the extent not included in WFCardSeries Available Funds) and proceeds of the sale of credit card receivables by the issuing entity. Noteholders will have no recourse to any other assets of the issuing entity or any other person or entity for the payment of principal of or interest on the notes.

Each tranche of notes of the WFCardSeries is entitled to the benefits of only that portion of the issuing entity’s assets allocated to that tranche under the indenture and the WFCardSeries indenture supplement. Each tranche of notes is also secured by a security interest in the applicable principal funding subaccount, the applicable interest funding subaccount, the applicable accumulation reserve subaccount, in the case of a tranche of Class C notes, the applicable Class C reserve subaccount, in the case of a tranche of Class D notes, the applicable Class D reserve subaccount and any other applicable supplemental account, and by a security interest in any applicable derivative agreement.

The Indenture

The Class [•](20[•]-[•]) notes will be issued pursuant to the terms of the indenture and a related indenture supplement. The following discussion and the discussions under “The Notes” in this prospectus summarize the material terms of the notes issued by the issuing entity, the indenture and the indenture supplements.

Indenture Trustee

U.S. Bank National Association, a national banking association, is the indenture trustee under the indenture for the notes. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—U.S. Bank National Association” for a description of U.S. Bank National Association.

Under the terms of the indenture, the issuing entity has agreed to pay to the indenture trustee reasonable compensation for performance of its duties under the indenture. The indenture trustee has agreed to perform only those duties specifically set forth in the indenture. Many of the duties of the indenture trustee are described throughout this prospectus. 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 represent the noteholders in interactions with clearing agencies and other similar organizations;

145

● 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.

In addition, the indenture trustee has the discretion to require the issuing entity to cure an event of default and to institute and maintain suits to protect the interest of the noteholders in the collateral held by the issuing entity. 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.

If an event of default occurs, and the indenture trustee has actual knowledge or a responsible officer of the indenture trustee shall have received written knowledge of such event of default, in addition to the responsibilities described above, the indenture trustee will exercise its rights and powers under the indenture to protect the interests of the noteholders using the same degree of care and skill as prudent person would exercise in the conduct of his own affairs. If an event of default occurs and is continuing, the indenture trustee will be responsible for enforcing the agreements and the rights of the noteholders. See “The Indenture—Events of Default Remedies.” The indenture trustee may, under certain limited circumstances, have the right or the obligation to do the following:

● demand immediate payment by the issuing entity of all principal and accrued interest on the notes;

● protect the interests of the noteholders in the receivables in a bankruptcy or insolvency proceeding;

● prepare and send timely notice to noteholders of the event of default;

● institute judicial proceedings for the collection of amounts due and unpaid;

● rescind and annul a declaration of acceleration of the notes by the noteholders following an event of default; and

● cause the issuing entity to sell credit card receivables (see “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables”).

Following an event of default, the majority holders of not less than 66 2/3% in outstanding dollar principal amount of any series, class or tranche of notes will have the right to direct the indenture trustee to exercise certain remedies available to the indenture trustee under the indenture. In such case, the indenture trustee may decline to follow the direction of the majority holders only if it determines that: (1) the action so directed is unlawful or conflicts with the indenture, (2) the action so directed would involve it in personal liability, or (3) the action so directed would be unjustly prejudicial to the noteholders not taking part in such direction.

The issuing entity has agreed to pay the indenture trustee for all services rendered. The issuing entity will also indemnify the indenture trustee for any loss, liability or expense (including experts’, accountants’ and attorneys’ fees), damage or claim incurred by it in connection with the administration of this trust and the performance of its duties under the indenture or any other transaction document (including the costs of enforcement of the provisions of the indemnity) without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the administration of the issuing entity. In

146

certain instances, this indemnification will be higher in priority than payments to noteholders. See “The Indenture—Events of Default Remedies.”

The indenture trustee may resign at any time. The indenture trustee may be removed with (30) days’ written notice from any series, class or tranche of notes at any time by not less than 66 2/3% of the holders of that series, class or tranche. The issuing entity may also remove the indenture trustee if, among other things, the indenture trustee is no longer eligible to act as trustee under the indenture or if the indenture trustee becomes insolvent. In all circumstances, the issuing entity must appoint a successor indenture trustee for the notes. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until the successor indenture trustee accepts the appointment.

Any successor indenture trustee will execute and deliver to the issuing entity and its predecessor indenture trustee an instrument accepting such appointment. The successor trustee must (1) be a corporation organized and doing business under the laws of the United States of America or of any state, (2) be authorized under such laws to exercise corporate trust powers, (3) have a combined capital surplus, and undivided profits of at least $50,000,000, subject to supervision or examination by federal or state authority, and (4) have at the time of appointment, a long term senior, unsecured debt rating of “[Baa3]” or better by Moody’s, if rated by Moody’s, “[BBB-]” or better by SP Global Ratings, if rated by SP Global Ratings, “[A-]” or better by Fitch, if rated by Fitch and “[•]” or better by KBRA, if rated by KBRA (or, if not rated by Moody’s, SP Global Ratings, Fitch or KBRA, a comparable rating by another statistical rating agency). The issuing entity may not, nor may any person directly or indirectly controlling, controlled by, or under common control with the issuing entity, serve as indenture trustee. The indenture trustee shall not offer or provide credit or credit enhancement to the Issuer or be affiliated, as such term is defined in Rule 405 under the Securities Act of 1933, as amended, with the Issuer.

The issuing entity or its affiliates may maintain accounts and other banking or trustee relationships with the indenture trustee and its affiliates.

Owner Trustee

Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America with trust powers, is the owner trustee for the issuing entity. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WF Card Issuance Trust” for a description of the ministerial nature of the owner trustee’s duties and “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—Wilmington Trust, National Association” for a description of Wilmington Trust, National Association.

The owner trustee will be indemnified from and against all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements of any kind arising out of, among other things, the trust agreement or any other related documents (or the enforcement thereof), the administration of the issuing entity’s assets or the action or inaction of the owner trustee under the trust agreement, except for (1) its own willful misconduct, bad faith or gross negligence, or (2) the inaccuracy of certain of its representations and warranties in the trust agreement.

The owner trustee may resign at any time by giving 30 days’ prior written notice to the beneficiary. The owner trustee may also be removed as owner trustee if it becomes insolvent, it is no longer eligible to act as owner trustee under the trust agreement or by a written instrument delivered by the beneficiary to the owner trustee. The beneficiary must appoint a successor owner trustee. If a successor owner trustee has not been appointed within 30 days after giving notice of resignation or removal, the owner trustee or the beneficiary may apply to any court of competent jurisdiction to appoint a successor owner trustee. This

147

court-appointed owner trustee will only act in such capacity until the time, if any, as a successor owner trustee is appointed by the beneficiary.

Any owner trustee will at all times (1) be a trust company or a banking corporation under the laws of its state of incorporation or a national banking association, having all corporate powers and all material government licenses, authorization, consents and approvals required to carry on a trust business in the State of Delaware, (2) comply with the relevant provisions of the Delaware Statutory Trust Act, (3) have a combined capital surplus, and undivided profits of at least $50,000,000 (or have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated person having a combined capital surplus, and undivided profits of at least $50,000,000), and (4) have (or have a parent which has) a rating of at least Baa3 by Moody’s, at least BBB- by SP Global Ratings, and at least BBB by Fitch or, if not rated, otherwise satisfactory to each note rating agency rating the outstanding notes. The owner trustee or the beneficiary may also deem it necessary or prudent to appoint a co-trustee or separate owner trustee for the owner trustee under the trust agreement.

Issuing Entity Covenants

The issuing entity will not, among other things:

● claim any credit on or make any deduction from the principal and interest payable on the notes, other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law,

● voluntarily dissolve or liquidate, or

● permit (A) the validity or effectiveness of the indenture to be impaired, or permit the lien created by the indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (B) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien created by the indenture) to be created on or extend to or otherwise arise upon or burden the collateral securing the notes or proceeds thereof, or (C) the lien of the indenture not to constitute a valid first priority security interest in the collateral securing the notes.

The issuing entity may not engage in any activity other than the activities described in “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WF Card Issuance Trust” in this prospectus. The issuing entity will not incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the notes.

The issuing entity will also covenant that if:

● the issuing entity defaults in the payment of interest on any series, class or tranche of notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or

● the issuing entity defaults in the payment of the principal of any series, class or tranche of notes on its legal maturity date,

and any such default continues beyond any specified period of grace provided for such series, class or tranche of notes, the issuing entity will, upon demand of the indenture trustee, pay to the indenture trustee

148

(or the paying agent on its behalf), for the benefit of the holders of any such notes of the affected series, class or tranche, the whole amount then due and payable on any such notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest. In addition, the issuing entity will pay an amount sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, indemnities, disbursements and advances of (x) the indenture trustee, its agents and counsel and all other compensation due to the indenture trustee and (y) the paying agent and the note registrar, its agents and counsel and all other amounts due the paying agent and the note registrar. If the issuing entity fails to pay such amounts upon such demand, the indenture trustee may institute a judicial proceeding for the collection of the unpaid amounts described above.

Early Redemption Events

The issuing entity will be required to redeem in whole or in part, to the extent that funds are available for that purpose and, for subordinated notes of a multiple tranche series, to the extent payment is permitted by the subordination provisions of the senior notes of the same series, each affected series, class or tranche of notes upon the occurrence of an early redemption event. Early redemption events include the following:

● for any tranche of notes, the occurrence of such note’s expected principal payment date;

● Funding becomes unable for any reason to transfer receivables in accordance with the terms of the transfer agreement or WFBNA becomes unable for any reason to transfer receivables to Funding in accordance with the receivables purchase agreement;

● the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

● each of the early redemption events listed in the WFCardSeries indenture supplement, as described below under “The Indenture—WFCardSeries Early Redemption Events”; and

● the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership of the issuing entity with respect to WFBNA or Funding.

The redemption price of a note so redeemed will be the outstanding principal amount of that note, plus accrued, past due and additional interest to but excluding the date of redemption, which will be the next payment date. If the amount of Available Funds and Available Principal Amounts allocable to the series, class or tranche of notes to be redeemed, together with funds on deposit in the applicable principal funding subaccount, interest funding subaccount, Class C reserve subaccount, and Class D reserve subaccount, and any amounts payable to the issuing entity under any applicable derivative agreement, are insufficient to pay the redemption price in full on the next payment date after giving effect to the subordination provisions and allocations to any other notes ranking equally with that note, monthly payments on the notes to be redeemed will thereafter be made on each principal payment date until the outstanding principal amount of the notes plus all accrued, past due and additional interest are paid in full, or the legal maturity date of the notes occurs, whichever is earlier. However, if so specified in the related prospectus, subject to certain exceptions, any notes that have the benefit of a derivative agreement will not be redeemed prior to such notes’ expected principal payment date.

No Available Principal Amounts will be allocated to a series, class or tranche of notes with a nominal liquidation amount of zero, even if the stated principal amount of that series, class or tranche has not been paid in full. However, any funds previously deposited in the applicable principal funding

149

subaccount, interest funding subaccount, Class C reserve subaccount, and Class D reserve subaccount, and any amounts received from an applicable derivative agreement will still be available to pay principal of and interest on that series, class or tranche of notes. In addition, if Available Funds are available, they can be applied to reimburse reductions in the nominal liquidation amount of that series, class or tranche resulting from reallocations of Available Principal Amounts to pay interest on senior classes of notes or the servicing fee allocated to the series, or from charge-offs for uncovered Investor Default Amounts.

The issuing entity will give notice to the indenture trustee, the note registrar, the paying agent and the note rating agencies promptly after the occurrence of an early redemption event. An early redemption event relating to one series, class or tranche of notes will not necessarily be an early redemption event relating to any other series, class or tranche of notes. The issuing entity will only be required to redeem each series, class or tranche of notes to which the early redemption event relates, and only to the extent described above. For a discussion of the early redemption events applicable to the Class [•](20[•]-[•]) notes, see “Prospectus Summary—Early Redemption of Notes.”

If the only early redemption event to occur is either (i) the insolvency or bankruptcy of Funding or WFBNA, or (ii) the appointment of a conservator or receiver for WFBNA, the related conservator, receiver or bankruptcy court may have the power to prevent the early sale, liquidation or disposition of the receivables in the issuing entity. In addition, a conservator, receiver or bankruptcy court may have the power to cause the early sale of the receivables in the issuing entity and the early retirement of the notes. See “Risk Factors” in this prospectus.

WFCardSeries Early Redemption Events

In addition to the early redemption events listed in the indenture and discussed above in “The Indenture—Early Redemption Events,” the following WFCardSeries early redemption events will cause the early redemption of WFCardSeries notes, including the Class [•](20[•]-[•]) notes:

(a) for any month the amount of Excess Available Funds averaged over the three preceding monthly periods is less than the Required Excess Available Funds for such month;

(b) failure on the part of Funding (i) to make any payment or deposit required by the terms of the transfer agreement, on or before the date occurring [five] days after the date such payment or deposit is required to be made or (ii) duly to observe or perform in any material respect any covenants or agreements of Funding set forth in the transfer agreement, which failure has a material adverse effect on the WFCardSeries noteholders and which continues unremedied for a period of [60] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Funding by the issuing entity or the indenture trustee, or to Funding, the issuing entity and the indenture trustee by WFCardSeries noteholders evidencing, in the aggregate not less than [50]% of the nominal liquidation amount of the WFCardSeries, and continues to affect materially and adversely the interests of the WFCardSeries noteholders for such period;

(c) any representation or warranty made by Funding in the transfer agreement, or any information required to be delivered by Funding pursuant to the transfer agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of [60] days after the date on which written notice of such failure shall have been given to Funding by the issuing entity or the indenture trustee, or to Funding, the issuing entity and the indenture trustee by the WFCardSeries noteholders evidencing, in the aggregate, not less than [50]% of the nominal liquidation amount of the WFCardSeries, and (ii) as a result of which the interests

150

of the WFCardSeries noteholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that no such early redemption event occurs under this paragraph if Funding has accepted reassignment of the related receivable, or all of such receivables, if applicable, during such period in accordance with the provisions of the transfer agreement;

(d) Funding fails to convey receivables arising under additional accounts to the issuing entity when required by the transfer agreement;

(e) any servicer default occurs which would have a material adverse effect on the WFCardSeries noteholders; or

(f) for any tranche of notes, any additional early redemption event determined in connection with the issuance of such tranche and specified in the related terms document.

In the case of any event described in clause (b), (c) or (e) above, a WFCardSeries early redemption event will occur only if, after any applicable grace period, either the issuing entity, the indenture trustee, or the WFCardSeries noteholders evidencing, in the aggregate, not less than [66 2/3]% of the nominal liquidation amount of the affected notes, by written notice to Funding (and to the issuing entity and the indenture trustee if given by the issuing entity, the indenture trustee, or the WFCardSeries noteholders) declare that a payout event described as a “WFCardSeries early redemption event” has occurred as of the date of such notice.

In the case of any event described in clause (a) or (d), a WFCardSeries early redemption event will occur without any notice or other action on the part of the issuing entity, the indenture trustee, or the WFCardSeries noteholders immediately upon the occurrence of such event.

The occurrence of a WFCardSeries early redemption event will also be an early redemption event with respect to the notes under the Indenture, including the Class [•](20[•]-[•]) notes. See “The Indenture—Early Redemption Events.”

Events of Default

Each of the following events is an event of default for any affected series, class or tranche of notes:

● for any tranche of notes, the issuing entity’s failure, for a period of 35 days, to pay interest on such notes when such interest becomes due and payable;

● for any tranche of notes, the issuing entity’s failure to pay the principal amount of such notes on the applicable legal maturity date;

● the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties in the indenture, for a period of 60 days after either the indenture trustee or the holders of at least 25% of the aggregate outstanding dollar principal amount of the outstanding notes of the affected series, class or tranche has provided written notice requiring remedy of such breach, and, as a result of such default, the interests of the related noteholders are materially and adversely affected and continue to be materially and adversely affected during the 60-day period;

● the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership of the issuing entity; and

151

● for any series, class or tranche of notes, any additional events of default determined in connection with the issuance of such series, class or tranche of notes, as applicable.

Failure to pay the full stated principal amount of a note on its expected principal payment date will not constitute an event of default. An event of default relating to one series, class or tranche of notes will not necessarily be an event of default relating to any other series, class or tranche of notes. For a discussion of the events of default applicable to the Class [•](20[•]-[•]) notes, see “Prospectus Summary—Events of Default.” The remedies available upon the occurrence of an event of default, as described under “—Events of Default Remedies,” will be available only to a series, class or tranche of notes to which the event of default relates.

Events of Default Remedies

The occurrence of an event of default involving the bankruptcy or insolvency of the issuing entity results in an automatic acceleration of all of the notes. If other events of default occur and are continuing for any series, class or tranche, either the indenture trustee or the holders of not less than 66 2/3% in aggregate outstanding dollar principal amount of the notes of that series, class or tranche may declare by written notice to the issuing entity the principal of all those outstanding notes to be immediately due and payable. This declaration of acceleration may generally be rescinded by the holders of a majority in aggregate outstanding dollar principal amount of outstanding notes of that series, class or tranche.

If a series, class or tranche of notes is accelerated before its legal maturity date, the indenture trustee may at any time thereafter, and at the direction of the holders of a majority of aggregate outstanding dollar principal amount of notes of that series, class or tranche at any time thereafter will, direct the issuing entity to sell credit card receivables, in an amount up to the nominal liquidation amount of the affected series, class or tranche of notes plus any accrued, past due and additional interest on the affected series, class or tranche, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” but only if at least one of the following conditions is met:

● the noteholders of [90]% of the aggregate outstanding dollar principal amount of the accelerated series, class or tranche of notes consent; or

● the net proceeds of such sale (plus amounts on deposit in the applicable subaccounts and payments to be received from any applicable derivative agreement) would be sufficient to pay all outstanding amounts due on the accelerated series, class or tranche of notes; or

● if the indenture trustee determines that the funds to be allocated to the accelerated series, class or tranche of notes may not be sufficient on an ongoing basis to make all payments on such notes as such payments would have become due if such obligations had not been declared due and payable, and the holders of not less than [66 2/3]% of the aggregate outstanding dollar principal amount of notes of the accelerated series, class or tranche, as applicable, consent to the sale.

In addition, a sale of receivables following the occurrence of an event of default and acceleration of a subordinated tranche of notes of a multiple tranche series may be delayed as described under “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables” if the payment is not permitted by the subordination provisions of the senior notes of the same series.

If an event of default occurs relating to the failure to pay principal of or interest on a series, class or tranche of notes in full on the legal maturity date, the issuing entity will automatically direct the issuing

152

entity to sell credit card receivables on that date, as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

Any money or other property collected by the indenture trustee for a series, class or tranche of notes in connection with a sale of credit card receivables following an event of default will be caused to be applied by the issuing entity in the following priority:

● first, pro rata, to pay to the indenture trustee, the paying agent and the note registrar (i) all compensation owed for services rendered in connection with the indenture and any other transaction document, (ii) reimbursements for all reasonable expenses, disbursements and advances incurred or made in accordance with the indenture, and any other transaction document, and (iii) indemnification for any and all losses, liabilities or expenses incurred by it in connection with the administration of the trust and the performance of its duties under the indenture and under any other transaction document without negligence, bad faith or willful misconduct on its part, arising out of or in connection with its administration of the indenture and any other transaction document, including the costs and expenses of defending themselves against any claim or liability (whether asserted by the issuing entity or any other person);

● second, to pay the amounts of interest and principal then due and unpaid on the notes of that series, class or tranche; and

● third, any remaining amounts will be paid to the issuing entity.

If a sale of credit card receivables does not take place following an acceleration of a series, class or tranche of notes, then:

● The issuing entity will continue to hold the receivables, and collections on the receivables will continue to be applied in accordance with the distribution provisions of the indenture and the indenture supplement.

● Principal will be paid on the accelerated series, class or tranche of notes to the extent collections are received on the receivables and available to the accelerated series, class or tranche after giving effect to all allocations and reallocations and payment is permitted by the subordination provisions of the senior notes of the same series.

● If the accelerated notes are a subordinated tranche of notes of a multiple tranche series, and the subordination provisions prevent the payment of the accelerated subordinated tranche, prefunding of the senior classes of that series will begin, as provided in the applicable indenture supplement. Thereafter, payment will be made to the extent provided in the applicable indenture supplement.

● On the legal maturity date of the accelerated notes, if the notes have not been paid in full, the indenture trustee will direct the issuing entity to sell credit card receivables as provided in the applicable indenture supplement.

Except with respect to utilizing dispute resolution provisions in the Transfer Agreement or in connection with the initiation of an asset representations review, the holders of not less than 66 2/3% in aggregate outstanding dollar principal amount of any accelerated series, class or tranche of notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee. However, this right

153

may be exercised only if the direction provided by the noteholders does not conflict with applicable rules, laws or the indenture or the related indenture supplement, as determined by the advice of counsel, or is determined in good faith, by a responsible officer or the indenture trustee, to be illegal or to have a substantial likelihood of involving the indenture trustee in personal liability, or the indenture trustee reasonably determines that it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with action so directed. The holder of any note will have the right to institute suit for the enforcement of payment of principal of and interest on such note on the legal maturity date expressed in such note.

Generally, if an event of default occurs and any notes are accelerated, the indenture trustee is not obligated to exercise any of its rights or powers under the indenture (including instituting, conducting or defending any litigation or proceeding) unless the holders of affected notes offer the indenture trustee reasonable indemnity. Upon acceleration of the maturity of a series, class or tranche of notes following an event of default, the indenture trustee will have priority in the payment of its fees and expenses over repayment of those notes.

The indenture trustee has agreed, and the noteholders will agree, that they will not at any time institute against the issuing entity or Funding any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Voting

Any action or vote to be taken by the holders of a majority, or other specified percentage, of any series, class or tranche of notes may be adopted by the affirmative vote of the holders of a majority, or the applicable other specified percentage, of the aggregate outstanding dollar principal amount of the outstanding notes of that series, class or tranche, as the case may be. For a description of the noteholders’ actions and voting, see “Risk Factors—Transaction Structure Risks—You may have limited or no ability to control actions under the indenture, transfer agreement and servicing agreement. This may result in, among other things, accelerated payment of principal when it is in your interest to receive payment of principal on the expected principal payment date, or it may result in payment of principal not being accelerated when it is in your interest to receive early payment of principal,” “The Indenture—WFCardSeries Early Redemption Events,” “The Transfer Agreement—Representations and Warranties,” “—Amendments to the Transfer Agreement,” “The Servicing Agreement—Servicer Default” and“—Amendments to the Servicing Agreement.”

Any action or vote taken at any meeting of holders of notes duly held in accordance with the indenture will be binding on all holders of the affected notes or the affected series, class or tranche of notes, as the case may be.

Notes held by the issuing entity, Funding or their affiliates will not be deemed outstanding for purposes of voting or calculating a quorum at any meeting of noteholders.

Amendments to the Indenture and Indenture Supplements

The issuing entity, the indenture trustee, the paying agent and the note registrar may amend, supplement or otherwise modify the indenture or any indenture supplement without the consent of any noteholders to provide for the issuance of any series, class or tranche of notes (as described under “The Notes—Issuances of New Series, Classes and Tranches of Notes”) and to set forth the terms thereof.

In addition, upon delivery of an issuing entity tax opinion, as described under “—Tax Opinions for Amendments” below, and upon delivery by the issuing entity to the indenture trustee, paying agent and note

154

registrar of an officer’s certificate to the effect that the issuing entity reasonably believes that such amendment will not and is not reasonably expected to (i) result in the occurrence of an early redemption event or event of default, (ii) adversely affect the amount of funds available to be distributed to the noteholders of any series, class or tranche of notes or the timing of such distributions, or (iii) adversely affect the security interest of the indenture trustee in the collateral securing the notes, the indenture or any indenture supplement may be amended, supplemented or otherwise modified without the consent of any noteholders to:

● evidence the succession of another entity to the issuing entity, and the assumption by such successor of the covenants of the issuing entity in the indenture and the notes;

● add to the covenants of the issuing entity, or have the issuing entity surrender any of its rights or powers under the indenture, for the benefit of the noteholders of any or all series, classes or tranches;

● cure any ambiguity, correct or supplement any provision in the indenture which may be inconsistent with any other provision in the indenture, or make any other provisions for matters or questions arising under the indenture;

● add to the indenture certain provisions expressly permitted by the Trust Indenture Act of 1939, as amended;

● establish any form of note, or to add to the rights of the holders of the notes of any series, class or tranche;

● provide for the acceptance of a successor indenture trustee under the indenture for one or more series, classes or tranches of notes and add to or change any of the provisions of the indenture as will be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one indenture trustee;

● add any additional early redemption events or events of default relating to the notes of any or all series, classes or tranches;

● if one or more transferors are added to, or replaced under, the transfer agreement, or one or more beneficiaries are added to, or replaced under, the trust agreement, make any necessary changes to the indenture or any other related document;

● provide for the addition of collateral securing the notes and the issuance of notes backed by any such additional collateral;

● provide for additional or alternative credit enhancement for any tranche of notes; or

● qualify for sale treatment under generally accepted accounting principles.

The indenture or any indenture supplement may also be amended without the consent of the indenture trustee, the paying agent, the note registrar or any noteholders upon delivery of an issuing entity tax opinion, as described under “—Tax Opinions for Amendments” below, for the purpose of adding provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or any indenture supplement or of modifying in any manner the rights of the holders of the notes under the indenture or any indenture supplement, provided, however, that the issuing entity shall (i) deliver to the indenture trustee, the paying agent and the note registrar an officer’s certificate to the effect that the issuing

155

entity reasonably believes that such amendment will not and is not reasonably expected to (a) result in the occurrence of an early redemption event or event of default, (b) adversely affect the amount of funds available to be distributed to the noteholders of any series, class or tranche of notes or the timing of such distributions, or (c) adversely affect the security interest of the indenture trustee in the collateral securing the notes, and (ii) satisfy the Rating Agency Condition with respect to such amendment; provided, further, that none of the indenture trustee, paying agent or the note registrar, as applicable, shall be required to execute any amendment that adversely impacts the rights, duties, privileges, indemnities, protections, immunities and benefits of the indenture trustee, paying agent or the note registrar under the indenture or any indenture supplement or otherwise, as applicable.

The issuing entity, the paying agent, the note registrar and the indenture trustee, upon delivery of an issuing entity tax opinion, as described under “—Tax Opinions for Amendments,” may modify and amend the indenture or any indenture supplement, for reasons other than those stated in the prior paragraphs, with prior notice to each note rating agency and the consent of the holders of not less than 66 2/3% of the outstanding dollar principal amount of each class or tranche of notes affected by that modification or amendment. However, if the modification or amendment would result in any of the following events occurring, it may be made only with the consent of the holders of 100% of each outstanding series, class or tranche of notes affected by the modification or amendment:

● a change in any date scheduled for the payment of interest on any note, or the expected principal payment date or legal maturity date of any note;

● a reduction of the stated principal amount of, or interest rate on, any note, or a change in the method of computing the outstanding dollar principal amount, the Adjusted Outstanding Dollar Principal Amount, or the nominal liquidation amount in a manner that is adverse to any noteholder;

● a reduction of the amount of a discount note payable upon the occurrence of an early redemption event or other optional or mandatory redemption or upon the acceleration of its maturity;

● an impairment of the right to institute suit for the enforcement of any payment on any note;

● a reduction of the percentage in outstanding dollar principal amount of the notes of any outstanding series, class or tranche, the consent of whose holders is required for modification or amendment of any indenture supplement or for waiver of compliance with provisions of the indenture or for waiver of defaults and their consequences provided for in the indenture;

● a modification of any of the provisions governing the amendment of the indenture, any indenture supplement or the issuing entity’s agreements not to claim rights under any law which would affect the covenants or the performance of the indenture or any indenture supplement, except to increase any percentage of noteholders required to consent to any such amendment or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note affected by such modification;

● permission being given to create any lien or other encumbrance on the collateral securing any notes ranking senior to the lien of the indenture;

156

● a change in the city or political subdivision so designated for any series, class or tranche of notes where any principal of, or interest on, any note is payable;

● a change in the method of computing the amount of principal of, or interest on, any note on any date; or

● any other amendment other than those explicitly permitted by the indenture without the consent of noteholders.

The holders of a majority in aggregate outstanding dollar principal amount of the notes of a series, class or tranche, may waive, on behalf of the holders of all the notes of that series, class or tranche, compliance by the issuing entity with specified restrictive provisions of the indenture or the related indenture supplement.

The holders of a majority in aggregate outstanding dollar principal amount of the notes of an affected series, class or tranche may, on behalf of all holders of notes of that series, class or tranche, waive any past default under the indenture or the indenture supplement relating to notes of that series, class or tranche. However, the consent of the holders of all outstanding notes of a series, class or tranche is required to waive any past default in the payment of principal of, or interest on, any note of that series, class or tranche or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holders of each outstanding note of that series, class or tranche.

Tax Opinions for Amendments

No amendment to the indenture, any indenture supplement or the trust agreement will be effective unless the issuing entity has delivered to the indenture trustee, the paying agent and the note registrar an opinion of counsel that, for federal income tax purposes (1) the amendment will not adversely affect the tax characterization as debt of any outstanding series, class or tranche of notes that were characterized as debt at the time of their issuance, (2) following the amendment, the issuing entity will not be treated as an association, or publicly traded partnership, taxable as a corporation, and (3) the amendment will not cause or constitute an event in which gain or loss would be recognized by any holder of any such note.

Addresses for Notices

Notices to holders of the Class [•](20[•]-[•]) notes will be given by mail sent to the addresses of the holders as they appear in the note register.

Issuing Entity’s Annual Compliance Statement

The issuing entity will be required to furnish annually to the indenture trustee a statement concerning its performance or fulfillment of covenants, agreements or conditions in the indenture as well as the presence or absence of defaults under the indenture.

Indenture Trustee’s Annual Report

To the extent required by the Trust Indenture Act of 1939, as amended, the indenture trustee will mail each year to all registered noteholders a report concerning:

● its eligibility and qualifications to continue as trustee under the indenture,

● any amounts advanced by it under the indenture,

157

● the amount, interest rate and maturity date or indebtedness owing by the issuing entity to it in the indenture trustee’s individual capacity,

● the property and funds physically held by it as indenture trustee,

● any release or release and substitution of collateral subject to the lien of the indenture that has not previously been reported, and

● any action taken by it that materially affects the notes and that has not previously been reported.

List of Noteholders

Three or more holders of notes of any series, each of whom has owned a note for at least six months, may, upon written request to the note registrar and/or the indenture trustee, obtain access to the current list of noteholders of the issuing entity for purposes of communicating with other noteholders concerning their rights under the indenture or the notes. The note registrar and/or the indenture trustee may elect not to give the requesting noteholders access to the list if it agrees to mail the desired communication or proxy to all applicable noteholders.

Reports

Monthly reports containing information on the notes, including the Class [•](20[•]-[•]) notes, and the collateral securing the notes will be filed with the SEC. These reports will be delivered to the indenture trustee on or before each Transfer Date. These reports will not be sent to noteholders. See “Where You Can Find More Information” for information as to how these reports may be accessed.

Monthly reports, which will be prepared by WFBNA as servicer of the issuing entity, will contain the following information for the applicable series for the related month:

● the amount which constitutes finance charge collections;

● the amount which constitutes principal collections;

● the aggregate amount of principal collections processed during the related monthly period and allocated to the WFCardSeries;

● the aggregate amount of collections of finance charge receivables processed during the related monthly period and allocated to the WFCardSeries;

● the aggregate amount of principal receivables in the issuing entity as of the end of the day on the last day of the related monthly period;

● the amount of principal receivables in the issuing entity represented by the nominal liquidation amounts of all notes of the WFCardSeries as of the end of the day on the last day of the related monthly period;

● the Available Funds Allocation Amount (as defined in the indenture) for all series of notes as of the end of the day on the last day of the related monthly period;

158

● the Principal Allocation Amounts (as defined in the indenture) for all series of notes as of the end of the day on the last day of the related monthly period;

● the Floating Investor Percentage for the WFCardSeries for the related monthly period;

● the Principal Investor Percentage for the WFCardSeries for the related monthly period;

● the aggregate amount of outstanding balances in the accounts consisting of the Trust Portfolio which were delinquent as of the end of the day on the last day of the related monthly period;

● the aggregate Default Amount for the related monthly period and the Default Amount allocated to the WFCardSeries;

● the amount of the Investor Servicing Fee allocated to the notes of the WFCardSeries for the related monthly period;

● the amount of the Net Servicing Fee allocated to the notes of the for the related monthly period;

● the amount of the servicer interchange payable by the issuing entity to the servicer for the related monthly period;

● any material breaches of pool asset representations and warranties or transaction covenants, if applicable;

● any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time, if applicable; and

● any material changes in the solicitation, credit granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, to acquire new pool assets, if applicable.

Monthly reports, which will be prepared by WFBNA as servicer, will contain the following information for each tranche of WFCardSeries notes for the related month:

● targeted deposits to interest funding subaccounts;

● interest to be paid on the corresponding Distribution Date;

● targeted deposits to Class C reserve accounts, if any;

● withdrawals to be made from Class C reserve accounts, if any;

● targeted deposits to Class D reserve accounts, if any;

● withdrawals to be made from Class D reserve accounts, if any;

● targeted deposits to principal funding subaccounts;

159

● principal to be paid on the Distribution Date, if any;

● stated principal amount, outstanding dollar principal amount and nominal liquidation amount for the related monthly period;

● Class A Usage of Class B Required Subordinated Amount, Class A Usage of Class C Required Subordinated Amount and Class A Usage of Class D Required Subordinated Amount;

● Class B Usage of Class C Required Subordinated Amount and Class B Usage of Class D Required Subordinated Amount;

● Class C Usage of Class D Required Subordinated Amount;

● the nominal liquidation amount for each tranche of WFCardSeries notes outstanding;

● Excess Available Funds and three-month average Excess Available Funds;

● the occurrence of any early redemption events;

● payments to enhancement providers, if any; and

● any new issuances of WFCardSeries notes as applicable.

The issuing entity, in accordance with the terms of the indenture supplement, shall prepare (or cause to be prepared) all tax information required by law to be distributed to noteholders and shall deliver such information to the note registrar at least five days prior to the date it is required by law to be distributed to noteholders. See “Federal Income Tax Consequences” in this prospectus.

160

WFBNA’s Credit Card Activities

Business Overview

WFBNA is a lender in connection with unsecured consumer extensions of credit in the United States for which the credit extension vehicle is principally a credit card. More particularly, WFBNA currently issues Visa and American Express cards and, in the future, could become a credit card issuer in one or more other major credit card payment networks, including Mastercard.

The Representative Portfolio consists principally of unsecured credit card receivables. The credit card receivables conveyed or to be conveyed to the issuing entity pursuant to the transfer agreement have been or will be generated from transactions made by cardholders of Visa and American Express revolving credit card accounts and, in the future, could include revolving credit card accounts of one or more other major card payment networks, including Mastercard, selected from WFBNA’s Representative Portfolio. For more information on the composition of the Representative Portfolio and the Trust Portfolio, see “Annex I: The Representative Portfolio and the Trust Portfolio” in this prospectus.

Visa and American Express license their respective trademarks permitting financial institutions, such as WFBNA, to issue credit cards to their customers. In addition, Visa and American Express provide clearing services facilitating exchange of payments among member institutions and networks linking members’ credit authorization systems.

The Visa and American Express credit cards are issued by WFBNA and certain transactions are processed through the worldwide Visa and American Express systems. The receivables are identified from the credit card accounts where certain transactions are processed through the Visa and American Express network.

The Visa and American Express credit cards may be used:

● to purchase merchandise and services;

● to obtain cash advances by accessing the account using an automated teller machine or financial institution or by writing a check drawn on the account; and

● to consolidate and transfer balances from other credit cards or creditors.

WFBNA’s credit evaluation, customer service and collection practices, including charge-off policies, as described below, may change over time in accordance with management decisions, applicable law and guidelines established by applicable regulatory authorities.

Origination

Response Channels

WFBNA markets credit card products to prospective and existing WFBNA customers (collectively, the “applicant”). Response channels include, but are not limited to:

● applications received at physical locations, including WFBNA branches;

● applications received over the telephone;

161

● applications received through internet or mobile channels including WFBNA-owned internet and mobile channels and digital channels;

● applications received from direct mail solicitations and outbound calling; and

● accounts onboarded through WFBNA mergers and portfolio acquisitions of credit card portfolios.

WFBNA may also acquire credit card accounts through mergers and acquisitions and may transfer the receivables in such accounts to Funding for inclusion in the issuing entity if certain conditions are satisfied. Those accounts acquired by WFBNA will have been originated using the account originator’s underwriting criteria, which may be different from those of WFBNA. See “Risk Factors—Transaction Structure Risks—Addition of credit card accounts to the issuing entity and attrition of credit card accounts and receivables from the issuing entity may decrease the credit quality of the assets securing the repayment of your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated” in this prospectus.

Products Marketed

WFBNA’s credit card portfolio includes the following types of products:

● Proprietary Products: WFBNA markets credit card products with the Wells Fargo brand. These products may offer cardholders value in the form of reward points or cash value.

● Co-Branding: WFBNA participates in co-branding, which involves a partnership between WFBNA and a merchant to solicit the customers of that merchant. For the avoidance of doubt, such products are not included in the Representative Portfolio, but could be in the future.

Underwriting Procedures

Wells Fargo applies underwriting criteria that assesses the applicant’s creditworthiness and ability to pay. Wells Fargo completes a periodic review of its underwriting criteria for new originations and revises the criteria based on factors such as recent vintage credit performance, segment profitability and trends in the portfolio, macro-economic conditions or consumer behavior. Additionally, data sources are evaluated from time to time and supplemented when appropriate to improve underwriting results.

Generally, the credit risk of each applicant is evaluated based upon Wells Fargo’s proprietary credit scoring models as well as generic scores provided by industry-standard scoring firms. Most applications are scored based on, among other things, information received from the application and information obtained from an independent credit bureau about the applicant’s credit history and current profile. Credit scoring is intended to provide a general indication, based on the information available, of the applicant’s willingness and ability to pay his or her obligations. While Wells Fargo uses the best information available to it, the determination of a credit score does not provide assurance as to an applicant’s willingness and ability to pay. Applicants that meet certain underwriting criteria are automatically approved for a credit card account.

WFBNA makes virtually all underwriting decisions using an automated system that uses credit bureau scoring and a proprietary scoring model to determine an applicant’s risk. This automated system determines whether to approve or decline an applicant’s request for credit based on this risk and also sets a maximum initial credit line on each approved customer’s account, in each case without any underwriter

162

discretion. In certain cases, to supplement automated underwriting, the bank may further manually review applications in connection with the bank’s internal review process. In such cases, supplemental information may be required for review. The bank verifies relevant customer data, makes any necessary corrections to the customer data and evaluates such applications using the bank’s underwriting procedures. Decisions to approve these applications are typically based upon bank relationship, income stability, and credit history. Manually-approved applications represent a de minimis number of accounts for which credit is granted.

Each applicant whose credit request was verified and is approved through the underwriting process is offered a line of credit. Credit limits are determined based on, among other things, proprietary credit scores, credit bureau data and information obtained from the application.

Account Maintenance

WFBNA regularly assesses the credit risk of its existing cardholders. The ongoing assessment includes, among other things, information relating to the cardholder’s performance with respect to its account, credit bureau data and may include the use of proprietary credit scoring models. Depending on a variety of factors including, but not limited to, the age of the cardholder’s account, risk profile and other performance metrics, the account may be subject to a range of account actions including credit authorizations and increases or decreases in credit limits.

Additionally, WFBNA will review if a transaction will cause an account balance to exceed the predetermined credit limit and determine, based on the cardholder’s risk profile, the extent to which they can exceed their credit limit. Certain overlimit accounts may be referred for contact based on the degree to which those accounts exceed the applicable predetermined credit limit.

Customer Service

WFBNA provides cardholders with a variety of account assistance options including 24-hour customer service with representatives in multiple locations and several accessible platforms such as phone, online banking, mobile applications and chat platforms.

A large percentage of cardholders have online banking established where, among other things, they can self-service for transactions such as making a payment, viewing transactions and statements, updating account information, enrolling in Automatic Payments and disputing transactions. For other servicing transactions that require additional assistance, cardholders can choose to speak to a customer service representative.

Cardholders who choose to speak with a customer service representative will first be routed to an Interactive Voice Response (IVR). The IVR has advanced speech recognition and Natural Language Understanding, and is enabled with advanced ID and authentication, including Voice Biometrics that can assist cardholders by answering frequently asked questions. Calls that necessitate further assistance exit the IVR and are routed to a WFBNA customer service representative with the appropriate skill set depending on product, telephone number dialed, and other business rules, who can provide general account and payment information, transactional review and rewards balance. Customer service representatives can also offer maintenance capabilities such as payment processing, address changes, card replacement, setting travel notifications and card activation.

WFBNA customer service representatives can support most cardholder requests. However, certain inquiries related to, among other things, unauthorized transaction claims, and credit and collection services will require review from specialized WFBNA representatives.

163

Additionally, WFBNA credit cards are monitored 24/7 for suspicious activity. WFBNA credit cards come with zero liability protection at no additional cost, which means that a cardholder will be reimbursed when promptly reporting unauthorized card transactions eligible for fraud monitoring.

Billing and Payments

The accounts in the Representative Portfolio currently have various billing and payment characteristics, including varying periodic rate finance charges and fees, and have an annual percentage rate that is either a fixed rate or a variable rate that adjusts periodically according to an index. WFBNA generates and mails billing statements, which detail account activity during the related billing period, to cardholders unless the cardholder has opted to receive online statements only.

Cardholders are required to make at least the minimum payment shown on the monthly statement by the payment due date for each billing cycle. Generally, the minimum payment is assessed as a percentage of the outstanding balance, past due amounts, finance charges and late fees or a fixed minimum dollar amount.

At any time the cardholder may pay more than the minimum payment due up to the full amount owed. Payments are applied first to interest and fees, next to principal balances starting with the principal balances with highest applicable Annual Percentage Rate (“APR”) then to principal balances in descending order of APR. However, credits may not be used to meet a future minimum payment.

WFBNA accrues periodic interest charges on transactions beginning on the transaction date and on any specific fee beginning on the first day of the billing cycle after the fee posted to the account. WFBNA generally does not charge periodic interest on new purchases if the cardholder pays the balance from the preceding billing cycle and the amount of new purchases in full by the current due date. Generally, this “grace period” applies only to purchases and does not apply to balance transfers or cash advances.

WFBNA generally calculates periodic interest charges for each category of transaction, such as purchases, balance transfers and cash advances. In order to determine the daily balance subject to interest charges, WFBNA generally takes into account the beginning balance of any particular day and applies all transactions that occur during that day including any payments received. Credit balances are treated as a zero balance for purposes of determining daily balances. WFBNA then calculates the average daily balance by summing the daily balances for each day in the billing cycle and dividing that sum by the number of days in the billing cycle. After the average daily balance is determined for each category of transaction, it is multiplied by the applicable daily-adjusted APR and the number of days in the billing period in order to determine total periodic interest.

WFBNA may from time to time offer introductory, special or promotional APR rates for purchases and balance transfers on its revolving credit card products. After these rate periods expire, the APR conforms to a standard fixed rate or a variable rate APR that adjusts periodically based on a designated index. In addition, WFBNA may extend reduced APR offers to retain certain accounts.

WFBNA currently assesses fees in accordance with applicable law, such as late payment fees, returned payment fees and transaction fees for cash and overdraft protection advances, balance transfer fees, and foreign exchange conversion fees. WFBNA does not charge over-the-limit fees.

WFBNA currently accepts credit card payments through multiple payment channels, including, but not limited to, electronic Automated Clearing House payments, mailed payments and payments made through digital channels.

164

Collection Efforts

WFBNA considers an account to be delinquent if the minimum monthly payment due on the account is not received by the due date shown on the billing statement.

WFBNA generally charges off an account at the end of the month in which the account becomes greater than six billing cycles past due unless a payment has been received in an amount sufficient to bring the account into a lower delinquency category or to bring the account current. Charge-offs may occur earlier in some circumstances, as in the case of cardholders who have declared bankruptcy, cardholders who are deceased with balances outstanding that are not assumed or retired by their estate, or restructured loans that do not comply with their modified terms. WFBNA reserves the right to temporarily suspend or permanently restrict charging privileges at any time after an account enters the collections process.

Efforts to collect delinquent credit card receivables are made by WFBNA’s collection department personnel. Although WFBNA does not use a third party collection agency for delinquent accounts, it may do so in the future. WFBNA uses risk-based statistical models to determine the appropriate collection strategies at various stages of delinquencies based on a proprietary credit scoring model, account performance, balance and other cardholder information. Generally, WFBNA includes a request for payment of overdue amounts on billing statements issued after the account becomes delinquent. In addition, WFBNA may notify the cardholder of a request for payment of the overdue amounts by mail, digital channels or phone calls as permitted by applicable law. At the time of charge-off, an evaluation is made on a case by case basis to determine whether to pursue further collection activities and the type of collection activities to pursue, if any. Generally, after an account is charged off, debt collection continues by WFBNA’s collection department personnel or third-party collection agencies retained by WFBNA. In addition, WFBNA does not currently sell portfolios of charged-off accounts to third parties but could do so in the future.

WFBNA may restore or “reage” a delinquent account to current status when the cardholder has demonstrated a renewed willingness and ability to pay the account according to its terms, such as by making payments in an amount equal to three minimum monthly payments within a consecutive three-month billing period.

WFBNA offers restructured loan programs to certain financially distressed cardholders. In addition, third-party customer credit counseling services, with which WFBNA has no affiliation, provide external debt management programs, which those cardholders may elect to use. For both program types, participating cardholders must agree with WFBNA to certain terms, such as a schedule of fixed monthly payments at a lowered APR for a specified duration and must agree to closure of all accounts.

In response to the COVID-19 pandemic, beginning in March 2020, WFBNA implemented client assistance programs for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. Starting in March 2020, WFBNA implemented an initial 90-day deferment program, during which interest and fees were waived. Beginning in June 2020, the deferment program was modified to an initial or subsequent 60-day deferment period during which interest continues to accrue and is added to the principal balance each month, while certain fees continue to be waived. Customers are limited to an initial deferment period and one subsequent deferment period. For a discussion of the impact of the COVID-19 pandemic and responses to the pandemic, including the client assistance program, on the Trust Portfolio, see “Risk Factors—Business Risks Relating to WFBNA’s Credit Card Business—The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.”

165

Interchange

Credit card issuers participating in the Visa, Mastercard and American Express payment networks receive certain fees called interchange as partial compensation for taking credit risk, absorbing fraud losses, funding receivables and servicing cardholders for a limited period prior to initial billing. Under the Visa, Mastercard and American Express rules and regulations, interchange in connection with cardholder charges for merchandise and services is collected by either Visa, Mastercard or American Express systems and subsequently paid to the credit card-issuing banks. The amount of interchange fees charged to merchants may be changed by the applicable card payment networks. The percentage of the interchange attributed to cardholder charges for merchandise and services in the accounts designated to the issuing entity will be transferred to the issuing entity. In the event WFBNA cannot determine whether any amount of interchange is attributed to cardholder charges for merchandise and services in the accounts designated to the issuing entity, such unassigned interchange will be allocated on the basis of the percentage equivalent to the ratio of the amount of net sales charges in the accounts designated to the issuing entity to the total amount of net sales charges for all revolving credit card accounts in WFBNA’s portfolio, in each case for such month. This percentage is an estimate of the actual unassigned interchange paid to WFBNA from time to time in respect of the accounts and may be greater or less than the actual amount of unassigned interchange.

Receivables Transfer and Servicing Agreements Generally

WFBNA originates and owns credit card accounts from which it has sold, and may continue to sell, certain receivables to Funding. These receivables have been, and will be, sold pursuant to a receivables purchase agreement between WFBNA and Funding. As described below under “The Transfer Agreement—The Receivables” and “ —Addition of Issuer Assets,” Funding has the right (or in certain circumstances, the obligation) to designate to the issuing entity from time to time, additional credit card accounts for the related receivables to be included as receivables transferred to the issuing entity. Funding will convey to the issuing entity its interest in all receivables of such additional credit card accounts, whether such receivables are then existing or thereafter created, pursuant to the transfer agreement.

WFBNA has agreed to service the receivables on behalf of Funding pursuant to a servicing agreement among WFBNA, Funding, and the issuing entity. See “The Servicing Agreement.”

The Receivables Purchase Agreement

The following discussion summarizes the material terms of the receivables purchase agreement between among WFBNA and Funding which provides for, among other things, the sale by WFBNA to Funding of credit card receivables in designated accounts.

Sale of Receivables

WFBNA is the owner of the accounts which generate the receivables that are purchased by the transferor pursuant to the receivables purchase agreement between WFBNA and Funding and then transferred by Funding to the issuing entity pursuant to the transfer agreement. In connection with the sale of receivables to Funding, WFBNA has:

● filed appropriate UCC financing statements to evidence the sale to Funding and to perfect Funding’s right, title and interest in those receivables and has delivered copies of such UCC financing statements to Funding; and

● indicated in its computer files that the receivables have been sold to Funding.

166

Pursuant to the receivables purchase agreement:

● WFBNA sold all of its right, title and interest in the receivables existing in the initial accounts existing on the Closing Date and receivables arising thereafter in those accounts, in each case including all interchange, insurance proceeds and recoveries allocable to such receivables, all monies due or to become due, all amounts received or receivable, all collections and all proceeds, each as it relates to such receivables; and

● WFBNA will sell all of its right, title and interest in the receivables existing in the additional accounts existing on the date of designation for inclusion in the issuing entity and receivables arising thereafter in those accounts, in each case including all interchange, insurance proceeds and recoveries, all monies due or to become due, all amounts received or receivable, all collections and all proceeds, each as it relates to such receivables.

Pursuant to the transfer agreement, those receivables are then transferred immediately by Funding, subject to certain conditions, to the issuing entity, and Funding has assigned to the issuing entity its rights under the receivables purchase agreement.

Representations and Warranties

In the receivables purchase agreement, WFBNA represents and warrants to Funding to the effect that, among other things:

● it is validly existing in good standing under the applicable laws of the applicable jurisdiction and has full power and authority to own its properties and conduct its business;

● the execution and delivery of the receivables purchase agreement and the performance of the transactions contemplated by that document will not conflict with or result in any breach any material term of, or cause a material default under any agreement to which WFBNA is a party or by which its properties are bound and will not conflict with or violate any requirements of law applicable to WFBNA, which conflict, breach, or violation is likely to materially and adversely affect WFBNA’s ability to perform under the receivables purchase agreement; and

● all governmental authorizations, licenses, consents, and orders required to be obtained by WFBNA in connection with the execution and delivery of, and the performance of the receivables purchase agreement have been obtained.

Repurchase Obligations

In the receivables purchase agreement, WFBNA makes the following representations and warranties, among others:

● as of the Closing Date with respect to the initial accounts, and as of the date of designation for sale to Funding with respect to additional accounts, the list of accounts identifies all accounts the receivables of which are to be sold by WFBNA to Funding;

● each receivable conveyed to Funding has been conveyed free and clear of any lien or encumbrance, other than liens for municipal and other local taxes;

167

● all government authorizations, consents, licenses, approvals, authorizations, registrations or declarations required in connection with WFBNA’s sale of receivables to Funding have been duly obtained, effected or given and are in full force and effect;

● as of the designated date upon which representations are effective, each account is an Eligible Account;

● as of the Closing Date, each receivable then existing in an initial account is an Eligible Receivable and, on the related Addition Date, each receivable then existing in the related additional account is an Eligible Receivable; and

● as of the date of the creation of any new receivable sold to Funding by WFBNA, such receivable is an Eligible Receivable.

Similar representations and warranties are made by Funding under the transfer agreement. The receivables purchase agreement provides that if WFBNA breaches any of the representations and warranties described above and, as a result, Funding is required under the transfer agreement to accept a reassignment of the related ineligible receivables transferred to the issuing entity by Funding, then WFBNA will accept reassignment of such ineligible receivables and pay to Funding an amount equal to the unpaid balance of such ineligible receivables. For a description of Funding’s obligations under the transfer agreement to accept reassignment of ineligible receivables transferred to the issuing entity by Funding and how the issuing entity is compensated in such cases, see “The Transfer Agreement—Representations and Warranties.”

Reassignment of Other Receivables

WFBNA also represents and warrants in the receivables purchase agreement that (a) the receivables purchase agreement and any supplemental conveyances each constitute a legal, valid and binding obligation of WFBNA and (b) the receivables purchase agreement and any supplemental conveyance constitute a valid sale and assignment to Funding of the related receivables, and that the sale is perfected under the applicable UCC.

If either of the representations described in (a) or (b) of the preceding paragraph is not true and correct in any material respect and as a result of such breach Funding is required under the transfer agreement to accept a reassignment of all of the receivables previously sold to it by WFBNA pursuant to the receivables purchase agreement, WFBNA will accept a reassignment of those receivables. If WFBNA is required to accept reassignment under the preceding paragraph, WFBNA will pay to Funding an amount equal to the unpaid balance of the reassigned receivables. For a description of Funding’s obligations under the transfer agreement to accept reassignment of reassigned receivables transferred to the issuing entity by Funding and how the issuing entity is compensated in such cases, see “The Transfer Agreement—Representations and Warranties.”

Amendments

The receivables purchase agreement may be amended by WFBNA and Funding without consent of any noteholders. No amendment, however, may be effective unless (i) Funding has given prior written notice of the amendment to the issuing entity, the indenture trustee, and each note rating agency and (ii) the Rating Agency Condition has been satisfied with respect to such amendment.

168

Termination

The receivables purchase agreement will terminate upon either (a) the termination of the issuing entity under the trust agreement, or (b) an amendment to the transfer agreement to replace Funding as transferor under the transfer agreement. In addition, if an Insolvency Event occurs with respect to WFBNA, WFBNA will cease to transfer receivables to Funding and promptly give notice of that event to Funding, the issuing entity and the indenture trustee.

The Transfer Agreement

The following discussion summarizes the material terms of the transfer agreement, between Funding, as transferor, and the issuing entity, as issuer, which provides for, among other things, the sale by the transferor to the issuing entity of credit card receivables in designated accounts.

The Receivables

The Trust Portfolio consists of receivables that arise in credit card accounts selected from the Representative Portfolio on the basis of criteria set forth in the transfer agreement as applied on the Closing Date as to the initial accounts or, for additional accounts, as of the date of their designation. The receivables held by the issuing entity may include receivables that are contractually delinquent. Funding will have the right (subject to certain limitations and conditions set forth therein), and in some circumstances will be obligated, to designate from time to time additional eligible revolving credit card accounts to be included as accounts and to transfer to the issuing entity all receivables of such additional accounts, whether such receivables are then existing or thereafter created.

Funding, as transferor, will be required to designate additional credit card accounts, to the extent available:

(a) to maintain the Transferor Interest so that, during any period of 30 consecutive days, the Transferor Interest averaged over that period (based on the Transferor Interest as of each date of processing during that period and the number of dates of processing during that period) equals or exceeds the Minimum Transferor Interest for the same period; and

(b) to maintain, and as measured on each record date, an aggregate amount of principal receivables equal to or greater than the Minimum Aggregate Principal Receivables. Any additional credit card accounts designated by Funding must meet certain eligibility requirements on the date of designation.

Funding’s obligation to maintain the Transferor Interest so that it equals or exceeds the Minimum Transferor Interest and WFBNA’s obligation to comply with the U.S. risk retention rules are independent obligations and are determined differently. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WFBNA and Affiliates—Credit Risk Retention” for a description of WFBNA’s obligation to comply with the U.S. risk retention rules and how its baseline risk retention requirement is determined.

Funding also has the right (subject to certain limitations and conditions) to require the issuing entity to reconvey all receivables in credit card accounts designated by Funding for removal, whether such receivables are then existing or thereafter created. Once a credit card account is removed, receivables existing or arising under that credit card account are not transferred to the issuing entity.

169

Throughout the term of the issuing entity, the credit card accounts from which the receivables arise will be the credit card accounts designated by Funding on the Closing Date plus any additional credit card accounts minus any removed credit card accounts. Funding will represent and warrant to the issuing entity that, as of the date receivables are conveyed to the issuing entity, such receivables meet certain eligibility requirements. See “—Representations and Warranties” below.

With 30 days’ prior written notice to the servicer, the issuing entity and each note rating agency, Funding may designate a date (referred to as the discount option date) upon which a percentage or percentages (any such percentage is referred to as the discounted percentage), which may be a fixed percentage or a variable percentage based on a formula, of all principal receivables to be treated on and after such designation, or for the period specified, as finance charge receivables. On or after a discount option date, Funding may increase, reduce, extend or withdraw the discounted percentage, at any time and from time to time, without notice to or the consent of any noteholder, provided Funding shall provide prior written notice of such modification of the discounted percentage to the servicer, the issuing entity and each note rating agency at least 30 days prior to the effectiveness of such change. The designation of a discounted percentage, or any increase to, reduction of, extension of, or withdrawal of such discounted percentage, will not become effective on the date specified in such notice unless, on or prior to such date, Funding has delivered to the issuing entity a certificate of a responsible officer of Funding affirming that:

● the designation of, increase to, reduction of, extension of, or withdrawal of the discounted percentage, in the reasonable belief of Funding, will not cause an Early Redemption Event to occur or cause an event which with notice or the lapse of time or both would constitute an Early Redemption Event; and

● the Rating Agency Condition has been satisfied.

After satisfaction of these conditions, (i) Funding will apply the new discounted percentage to all existing and newly-generated principal receivables in the specified accounts to which the discounted percentage is to be applied and (ii) in processing collections of principal receivables of such specified accounts, the product of the discounted percentage and the collections of principal receivables will be referred to as discount option receivables collections and such discount option receivables collections will be treated as collections of finance charge receivables.

Conveyance of Receivables

Pursuant to the transfer agreement, Funding has assigned to the issuing entity its interest in all receivables existing in the initial accounts, as of the Closing Date, and has assigned and will assign its interest in all of the receivables in the additional accounts, as of the related account addition date. In addition, Funding has assigned to the issuing entity all of its interest in all receivables thereafter created under such accounts, all interchange, recoveries and insurance proceeds allocable to those receivables, and the proceeds of all of the foregoing.

[In connection with each previous transfer of the receivables to the issuing entity, Funding has indicated, and in connection with each subsequent transfer of receivables to the issuing entity,] Funding will indicate, in its computer files that the receivables have been conveyed to the issuing entity. In addition, Funding [has provided or] will provide to the issuing entity an account schedule in the form of computer files or another tangible or electronic medium, identifying each credit card account to be transferred by cardholder account number and by total outstanding balance on the date of transfer. WFBNA, as servicer, will not deliver to the issuing entity any records or agreements relating to the credit card accounts or the receivables.

170

Except as stated above, the records and agreements relating to the credit card accounts and the receivables in the issuing entity maintained by Funding or the servicer are not and will not be segregated by Funding or the servicer from other documents and agreements relating to other credit card accounts and receivables and are not and will not be stamped or marked to reflect the transfer of the receivables to the issuing entity. However, the computer records of WFBNA are marked to evidence the transfer of the receivables to Funding and the computer records of Funding are marked to evidence the transfer of the receivables to the issuing entity. WFBNA has filed Uniform Commercial Code financing statements for the transfer of the receivables to Funding, as transferor, and Funding has filed Uniform Commercial Code financing statements for the transfer of the receivables to the issuing entity. In the case of the transfer of the receivables from WFBNA to Funding, such financing statements must meet the requirements of South Dakota state law. In the case of the transfer of the receivables from Funding to the issuing entity, such financing statements must meet the requirements of New York state law.

Addition of Issuer Assets

As described above under “ —The Receivables,” Funding has the right (or in certain circumstances, the obligation) to designate to the issuing entity, from time to time, additional credit card accounts for the related receivables to be included as receivables transferred to the issuing entity. Funding will convey to the issuing entity its interest in all receivables of such additional credit card accounts, whether such receivables are then existing or thereafter created.

Each additional account must be an Eligible Account at the time of its designation. However, additional credit card accounts may not be of the same credit quality as other credit card accounts transferred to the issuing entity. Additional credit card accounts may have been originated by WFBNA using credit criteria different from those which were applied by WFBNA to the other credit card accounts transferred to the issuing entity. For example, additional credit card accounts may have been acquired by WFBNA from an institution which may have had different credit criteria. See “WFBNA’s Credit Card Activities—Underwriting Procedures” for a description of the credit criteria used to originate accounts comprising the Trust Portfolio.

A conveyance by Funding to the issuing entity of receivables in additional credit card accounts is subject to the following conditions, among others:

● Funding shall give the issuing entity, the indenture trustee, each note rating agency and the servicer written notice that such additional accounts will be included, which notice shall specify the approximate aggregate amount of the receivables or interests therein to be transferred;

● Funding shall have delivered to the issuing entity a written assignment as provided in the transfer agreement, and Funding shall have delivered to the issuing entity, the indenture trustee, and the servicer a computer file or microfiche list, dated as of the Addition Date, containing a true and complete list of such additional accounts transferred to the issuing entity;

● Funding shall represent and warrant that:

— as of the designated date upon which representations are effective, each account is an Eligible Account;

— as of the Addition Date, each receivable then existing in the related additional account is an Eligible Receivable;

171

— on the designated date upon which representations are effective, no selection procedures believed by Funding to be materially adverse to the interests of the noteholders were utilized in selecting the additional credit card accounts; and

— as of the Addition Date, Funding is not insolvent;

● Funding shall deliver certain opinions of counsel with respect to the transfer of the receivables in the additional credit card accounts to the issuing entity and the indenture trustee (with a copy to each note rating agency); and

● where the additional credit card accounts are greater than the Maximum Addition Amount for the related three-month period, the Rating Agency Condition shall have been satisfied.

As used above, the term “Maximum Addition Amount” means, for any Addition Date, the number of accounts originated by WFBNA and designated as additional accounts without satisfaction of the Rating Agency Condition which would either:

● for any three consecutive months be equal to the product of (i) 15% and (ii) the number of accounts designated to the issuing entity as of the first day of the calendar year during which such months commence; or

● for any twelve-month period be equal to the product of (i) 20% and (ii) the number of accounts designated to the issuing entity as of the first day of such twelve-month period.

However, if the aggregate principal balance in the additional accounts specified above, as the case may be, exceeds either (y) the product of (i) 15% and (ii) the aggregate amount of principal receivables determined as of the first day of the third preceding month minus the aggregate amount of principal receivables as of the date each such additional account was designated to the issuing entity in all of the accounts owned by the transferor that have been designated as additional accounts since the first day of the third preceding month, or (z) the product of (i) 20% and (ii) the aggregate amount of principal receivables determined as of the first day of the calendar year in which such Addition Date occurs minus the aggregate amount of principal receivables as of the date each such additional account was designated to the issuing entity in all of the accounts owned by WFBNA that have been designated as additional accounts since the first day of such calendar year, the Maximum Addition Amount will be an amount equal to the lesser of the aggregate amount of principal receivables specified in either clause (y) or (z).

Removal of Accounts

Funding may, but shall not be obligated to, designate from time to time certain credit card accounts to be removed accounts, all receivables in which shall be subject to removal from the issuing entity. Funding will be permitted to designate and require reassignment to it of the receivables from removed accounts only upon satisfaction of the following conditions, among others:

● the removal of any receivables of any removed accounts shall not, in the reasonable belief of Funding, cause an Early Redemption Event to occur;

● Funding shall have delivered to the issuing entity for execution a written assignment and to the issuing entity, the indenture trustee, and the servicer, an updated account list, dated as of the Removal Date, containing a true and complete list of all removed accounts identified by account number and the aggregate amount of the receivables in such removed accounts;

172

● Funding shall represent and warrant that it has not used any selection procedures believed by Funding to be materially adverse to the interests of the holders of any series of notes issued and outstanding by the issuing entity in selecting the related removed accounts;

● the Rating Agency Condition shall have been satisfied;

● the Transferor Interest as a percentage of the aggregate amount of principal receivables of the accounts then existing in the issuing entity less the aggregate amount of principal receivables of the removed accounts shall not be less than the Minimum Transferor Interest on the date of such removal;

● the aggregate amount of principal receivables of the accounts then existing in the issuing entity less the aggregate amount of principal receivables of the removed accounts shall not be less than the Minimum Aggregate Principal Receivables; and

● Funding shall have delivered to the issuing entity an officer’s certificate confirming the items set forth above.

Funding will also be permitted, at any time, to designate as a removed account without the consent of the issuing entity, the indenture trustee, noteholders, or rating agencies, and without having to satisfy the conditions described above, any account that has a zero balance and which Funding removes from its computer file.

Representations and Warranties

Funding has made in the transfer agreement certain representations and warranties to the issuing entity to the effect that, among other things:

● as of the issuance date, Funding is duly incorporated and in good standing and that it has the authority to consummate the transactions contemplated by the transfer agreement; and

● as of the date of the designation of the related accounts to the issuing entity, each account is an Eligible Account.

Funding has also made representations and warranties to the issuing entity relating to the receivables sold to the issuing entity to the effect that, among other things:

● as of the date of designation of the related account to the Trust Portfolio, each of the receivables then existing in such account is an Eligible Receivable; and

● as of the date of designation of the related account to the Trust Portfolio, each receivable then existing in such account was transferred to the issuing entity free and clear of any lien (except for certain tax, governmental or other nonconsensual liens).

In the event of a breach of any representation and warranty set forth in the preceding paragraph, within 60 days, or such longer period (not to exceed 120 days) as may be agreed to by the issuing entity, of the earlier to occur of the discovery of such breach by Funding or WFBNA, as applicable, or receipt by Funding of written notice of such breach given by the issuing entity or the indenture trustee (acting at the direction of the majority holders of all series of notes), or, for certain breaches relating to prior liens, immediately upon the earlier to occur of such discovery or notice and if as a result of such breach, the receivables in the accounts of the issuing entity are charged-off as uncollectible, the issuing entity’s rights

173

in, to or under the receivables or their proceeds are impaired or the proceeds of such receivables are not available for any reason to the issuing entity free and clear of any lien (except for certain tax, governmental and other nonconsensual liens), then Funding will be obligated to accept reassignment of each related principal receivable as an ineligible receivable. Such reassignment will not be required to be made, however, if, on any day within the applicable period, or such longer period, the representations and warranties shall then be true and correct in all material respects.

Funding will accept reassignment of each applicable ineligible receivable by directing the servicer to deduct the amount of each such ineligible receivable from the aggregate amount of principal receivables used to calculate the Transferor Interest, thereby reducing Funding’s interest in the issuing entity. In the event that the exclusion of an ineligible receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be a negative number, on the date of reassignment of such ineligible receivable Funding shall make a deposit in the collection account in immediately available funds in an amount equal to the amount by which the Transferor Interest would be reduced below zero. Any such deduction or deposit shall be considered a repayment in full of the ineligible receivable. The obligation of Funding to accept reassignment of any ineligible receivable transferred to the issuing entity is the sole remedy respecting any breach of the representations and warranties made by Funding with respect to receivables transferred to the issuing entity relating to that receivable available to the noteholders or the indenture trustee on behalf of noteholders.

Funding has also represented and warranted to the issuing entity to the effect that, among other things, as of the Closing Date and each subsequent closing date for the issuance of any notes:

● the receivables purchase agreement and the transfer agreement each constitutes a legal, valid and binding obligation of Funding; and

● the transfer of receivables by it to the issuing entity under the transfer agreement will constitute either:

— a valid sale to the issuing entity of receivables; or

— the grant of a security interest in such receivables to secure payment or performance of an obligation in favor of the issuing entity, and that sale or security interest is perfected.

In the event of a breach of any of the representations and warranties described in the preceding paragraph, the issuing entity or the indenture trustee (acting at the direction of the majority holder of all series of notes) may direct Funding to accept reassignment of the Trust Portfolio within 60 days of such notice, or within such longer period specified in such notice. Funding will be obligated to accept reassignment of such receivables in the issuing entity on a Distribution Date occurring within such applicable period. Such reassignment will not be required to be made, however, if at any time during such applicable period, or such longer period, the representations and warranties shall then be true and correct in all material respects. The deposit amount for such reassignment will be equal to:

● the Adjusted Outstanding Dollar Principal Amount of all notes outstanding on such Transfer Date; plus

● the monthly interest target with respect to the immediately preceding monthly period; plus

174

● due and unpaid Investor Servicing Fee owed to the servicer, or any other fees and expenses of the indenture trustee payable by the issuing entity, each after giving effect to any deposits and distributions otherwise to be made on such Transfer Date; plus

● any due and unpaid Investor Servicing Fee owed to the servicer (in excess of any amounts owed to the servicer under the immediately preceding sentence).

The payment of this reassignment deposit amount and the transfer of all other amounts deposited for the preceding month in the distribution account will be considered a payment in full of the notes for each such series required to be repurchased and will be distributed upon presentation and surrender of the notes for each such series. If the issuing entity or indenture trustee gives a notice as provided above, the obligation of Funding to make any such deposit will constitute the sole remedy respecting a breach of the representations and warranties available to the issuing entity.

It is not required or anticipated that the indenture trustee will make any initial or periodic general examination of the receivables or any records relating to the receivables for the purpose of establishing the presence or absence of defects, compliance with Funding’s representations and warranties, or for any other purpose. Funding, however, will deliver to the issuing entity and the indenture trustee, on or before [March 31] of each year, an opinion of counsel with respect to the validity of the security interest of the issuing entity in and to the receivables and certain other components of the issuing entity.

In addition, as more particularly described under “Requirements for SEC Shelf Registration—Asset Representations Review,” once both the delinquency trigger and the voting trigger have been met, the asset representations reviewer will conduct a review of receivables in the Trust Portfolio that are 60 or more days delinquent, and the related credit card accounts, for compliance with certain representations and warranties concerning those receivables made in the transfer agreement and the receivables purchase agreement. The objective of the review process is to independently identify noncompliance with a representation or warranty concerning the receivables. The asset representations reviewer will provide a final report setting out the findings and conclusions of its review to the issuing entity and the servicer, and the servicer will provide that report to Funding. Funding will investigate any findings of noncompliance contained in the asset representations reviewer’s final report and make a determination regarding whether any such noncompliance constitutes a breach of any contractual provision of any transaction agreement. If Funding determines that a breach has occurred, it will provide notice to WFBNA and the issuing entity.

Amendments to the Transfer Agreement

The issuing entity and Funding may amend the transfer agreement at any time, provided that prior notice is given to each note rating agency then rating any outstanding series, class, or tranche of notes and Funding delivers an issuer tax opinion to the issuing entity and the indenture trustee. Furthermore, prior to any modification, alternation, or amendment, at least one of the following conditions is satisfied with respect to all series, classes, or tranches of notes outstanding:

● the issuing entity receives (i) an officer’s certificate of Funding to the effect that Funding reasonably believes that such modification, alteration, or amendment will not have an adverse effect and (ii) the Rating Agency Condition has been satisfied with respect to such modification, alteration, or amendment;

● the issuing entity receives consent of noteholders evidencing more than 66 2/3% of the outstanding dollar principal amount of all affected series, classes, or tranches of notes for which the conditions in the immediately preceding paragraph have not been satisfied; provided that it shall not be necessary for the consent of noteholders to approve the

175

particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance of the proposed amendment; or

● if such modification, alteration, or amendment is to facilitate compliance with any change in law or regulation applicable to Funding, servicer, issuing entity, indenture trustee or the transactions described in the transfer agreement, the issuing entity receives an officer’s certificate of Funding to the effect that Funding reasonably believes that such modification, alteration, or amendment is required to facilitate compliance with such change in law or regulation.

Any amendments regarding the addition to or removal of Receivables from the issuing entity, executed in accordance with the provisions of the transfer agreement, will amend the transfer agreement but will not require satisfaction of the conditions specified above.

Termination of the Transfer Agreement

The transfer agreement and the respective obligations of the issuing entity and Funding shall terminate on the date on which the issuing entity is dissolved in accordance with the trust agreement.

The Servicing Agreement

WFBNA, as servicer, is primarily responsible for receiving and processing collections on the receivables. Collections on the Trust Portfolio are primarily deposited into lockbox accounts owned by WFBNA prior to the deposit of such collections into trust accounts. See “WFBNA’s Credit Card Activities” for a description of WFBNA’s securitization experience.

Collection and Other Servicing Procedures

The servicer will be responsible for servicing and administering the receivables in accordance with the servicer’s policies and procedures for servicing credit card receivables comparable to the receivables. WFBNA has been servicing credit card receivables in connection with securitizations since the 1960s. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WFBNA and Affiliates” for a discussion of WFBNA. Servicing activities to be performed by the servicer include collecting and recording payments, communicating with cardholders, investigating payment delinquencies, evaluating the increase of credit limits and the issuance of credit cards, providing billing and tax records to cardholders and maintaining internal records for each account. Managerial and custodial services performed by the servicer on behalf of the issuing entity include providing assistance in any inspections of the documents and records relating to the accounts and receivables by the issuing entity pursuant to the servicing agreement, maintaining the agreements, documents and files relating to the accounts and receivables as custodian for the issuing entity and providing related data processing and reporting services for noteholders of any series and on behalf of the issuing entity.

If WFBNA became insolvent, a Servicer Default would occur. If a Servicer Default occurs, WFBNA could be removed as servicer for the issuing entity and a successor servicer would be appointed. See “—Servicer Default” below for more information regarding the appointment of a successor servicer.

Pursuant to the servicing agreement, WFBNA, as servicer, has the right to delegate its duties as servicer to any person who agrees to conduct such duties in accordance with WFBNA’s lending guidelines. However, such delegation would not relieve WFBNA of its obligations as servicer under the servicing agreement.

176

The servicer will be required to maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the servicer believes to be reasonable from time to time.

The servicer may not resign from its obligations and duties under the servicing agreement, except upon determination that performance of its duties is no longer permissible under applicable law and there are no reasonable actions the servicer could take to make its performance permissible. No such resignation will become effective until the indenture trustee or a successor to the servicer has assumed the servicer’s responsibilities and obligations under the servicing agreement.

Termination of the Servicing Agreement

The servicing agreement and the respective obligations and responsibilities of the issuing entity and the servicer shall terminate on the date on which the issuing entity is terminated in accordance with the trust agreement.

Servicing Compensation, Calculation Agent and Payment of Expenses

The servicer is entitled to receive a monthly servicing fee as compensation for its servicing activities under the servicing agreement, for serving as calculation agent pursuant to terms documents relating to certain floating rate note issuances and as reimbursement for its expenses as set forth in the immediately following paragraph. The servicing fee with respect to each month is equal to one-twelfth of the product of (i) 2.00% and (ii) the average amount of principal receivables during the prior monthly period. The share of the servicing fee allocable to the notes, called the Investor Servicing Fee (the “Investor Servicing Fee”), will equal one-twelfth of the product of (i) 2.00% and (ii) the Weighted Average Available Funds Allocation Amount for the month preceding such Transfer Date. The remainder of the servicing fee will be allocable to the Transferor Interest. Initially, while WFBNA is the servicer and the calculation agent, the servicing fee is intended to compensate WFBNA for both its roles as servicer and as calculation agent. Neither the issuing entity, the indenture trustee, the paying agent, the note registrar nor the noteholders of any series, class, or tranche of notes will have any obligation to pay the portion of the servicing fee allocable to the Transferor Interest.

The servicer interchange for any month for which WFBNA or the indenture trustee is the servicer will be an amount equal to the portion of collections of finance charge receivables allocated to the WFCardSeries for such month that is attributable to interchange; provided, that servicer interchange for a month will not exceed one-twelfth of the product of (i) the Weighted Average Floating Allocation Investor Interest for WFCardSeries for such month and (ii) 0.75%. In the case of any insufficiency of servicer interchange on deposit in the finance charge account, a portion of the Investor Servicing Fee allocable to WFCardSeries for such month will not be paid to the extent of such insufficiency and in no event shall the issuing entity or the transferor be liable for the share of the servicing fee to be paid out of servicer interchange.

In addition to the servicer interchange, the portion of the Investor Servicing Fee allocable to WFCardSeries for any Transfer Date (the “Net Servicing Fee”), is equal to one-twelfth of the product of (i) the Weighted Average Floating Allocation Investor Interest for WFCardSeries and (ii) 1.25%, or if WFBNA or the indenture trustee is not the servicer, 2.00%.

In connection with servicing the receivables, and performing the duties of calculation agent, the servicer and calculation agent may incur certain expenses. The Investor Servicing Fee that is paid to the servicer is intended, in part, to compensate the servicer and calculation agent for these expenses. The servicer will pay from its servicing compensation these expenses which may include, without limitation,

177

payment of the reasonable fees of and reimbursement of reasonable disbursements by the indenture trustee, the paying agent, the note registrar and independent certified public accountants and other fees which are not expressly stated in the servicing agreement, the trust agreement or the indenture to be payable by the issuing entity or the noteholders other than federal, state and local income and franchise taxes, if any, of the issuing entity. See the chart entitled “Fees and Expenses Payable from WFCardSeries Available Funds and WFCardSeries Available Principal Amounts.”

Certain Matters Regarding the Servicer

The servicing agreement provides that the servicer will indemnify the issuing entity and each of the indenture trustee, the owner trustee, the paying agent and the note registrar from and against any loss, liability, expense, damage or injury suffered or sustained by such entity by reason of any acts or omissions or alleged acts or omissions of the servicer with respect to its duties under the servicing agreement. The servicer, however, will not indemnify such entity:

● for liabilities imposed by reason of fraud, negligence, or willful misconduct by such person;

● for liabilities arising from actions taken by such person;

● for any losses, claims, damages or liabilities incurred by such person in its capacity as investor, including without limitation, losses incurred as a result of defaulted receivables or receivables which are written off as uncollectible; or

● for any liabilities, costs or expenses of such person arising under any tax law, including without limitation, any federal, state, local or foreign income or franchise tax or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such person in connection with the servicing agreement to any taxing authority.

None of the servicer or any of its respective directors, officers, employees or agents will be under any liability to the issuing entity, the indenture trustee, the noteholders or any other person for any action taken, or for refraining from taking any action, in good faith pursuant to the servicing agreement. None of the servicer or any of its respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence of the servicer or any such person in the performance of their duties or by reason of reckless disregard of obligations and duties thereunder. In addition, the servicing agreement provides that the servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under the servicing agreement and which in its opinion may expose it to any expense or liability.

Any person into which, in accordance with the servicing agreement, the servicer may be merged or consolidated or any person resulting from any merger or consolidation to which the servicer is a party, or any person succeeding to the business of the servicer, upon execution of a supplement to the servicing agreement and delivery of an opinion of counsel with respect to the compliance of the transaction with the applicable provisions of the servicing agreement, will be the successor to the servicer, as the case may be, under the servicing agreement.

178

Servicer Default

In the event of any Servicer Default that has not been remedied, the issuing entity may, if directed by the indenture trustee (acting at the direction of the noteholders of not less than 66 2/3% of the outstanding dollar principal amount of the notes for all series), by written notice to the issuing entity, may terminate all of the rights and obligations of the servicer under the servicing agreement and the issuing entity may appoint a new servicer. The issuing entity shall as promptly as possible appoint a successor servicer. The successor servicer may be an entity which, at the time of its appointment as successor servicer, (1) services a portfolio of consumer revolving credit card accounts or other consumer revolving credit accounts, (2) is legally qualified and has the capacity to service the Receivables, (3) is qualified (or licensed) to use the software that the servicer is then currently using to service the Receivables or obtains the right to use, or has its own, software which is adequate to perform its duties under the servicing agreement, (4) has the ability to professionally and competently service a portfolio of similar accounts in accordance with customary standards of skill and care, and (5) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter. The successor servicer shall accept its appointment by written instrument acceptable to the issuing entity. See “—Servicing Compensation and Payment of Expenses” above for a discussion of the servicing fee.

Because WFBNA, as servicer, has significant responsibilities for the servicing of the receivables, the issuing entity may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor servicer or may not be willing to perform such duties for the amount of the servicing fee currently payable under the servicing agreement.

Upon the occurrence of any Servicer Default and the delivery of a written termination notice to the servicer, the servicer shall continue to perform all servicing functions under the servicing until the removal date stated in such termination notice (or otherwise agreed with the issuing entity). The issuing entity shall notify each note rating agency of such removal of the servicer.

Certain delays or performance failures, that would otherwise constitute a servicer default, may take longer to trigger a servicer default if such delay or failure is due to certain force majeure causes such as acts of god, nature, or war. Even though such a delay or performance failure may not yet cause a servicer default, the servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the servicing agreement. The servicer is required to provide the issuing entity prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts to perform its obligations.

In the event of a Servicer Default, if a conservator or receiver is appointed for the servicer and no Servicer Default other than such conservatorship or receivership or the insolvency of the servicer exists, the conservator or receiver may have the power to prevent either the issuing entity or the majority of the noteholders from effecting a service transfer. See “Risk Factors—Other Legal and Regulatory Risks— WFBNA is subject to regulatory supervision and regulatory action could result in losses or delays in payment” in this prospectus.

Evidence as to Compliance

The fiscal year for the issuing entity will end on December 31 of each year. The servicer will deliver the following documents to the issuing entity, Funding, the indenture trustee, and each note rating

179

agency, and, if required, will file such documents with the SEC as part of an annual report on Form 10-K filed on behalf of the issuing entity:

● a report regarding the servicer’s assessment of compliance during the preceding fiscal year with applicable servicing criteria set forth in relevant SEC regulations with respect to asset-backed securities transactions taken as a whole involving the servicer that are backed by the same types of assets as those backing the notes;

● with respect to each assessment report described immediately above, a report of a registered public accounting firm reasonably acceptable to the issuing entity that attests to, and reports on, the assessment of compliance made by the servicer and delivered pursuant to the preceding paragraph; and

● a servicer compliance certificate, signed by a responsible officer of the servicer, to the effect that:

— a review of the servicer’s activities during the reporting period and of its performance under the servicing agreement has been made under such officer’s supervision; and

— to the best of such officer’s knowledge, based on such review, the servicer has fulfilled all of its obligations under the servicing agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.

The servicer’s obligation to deliver any servicing assessment report or attestation report and, if required, to file the same with the SEC, is limited to those reports prepared by the servicer and, in the case of reports prepared by any other party, those reports actually received by the servicer.

Except as described above or as described elsewhere in this prospectus, there will not be any independent verification that any duty or obligation to be performed by any transaction party—including the servicer—has been performed by that party.

In addition to the periodic reports otherwise required to be filed on behalf of the issuing entity with the SEC pursuant to the Securities Exchange Act of 1934, the issuing entity intends to file (or, at the election of the issuing entity, Funding will file), a report on Form 8-K with respect to any addition to the issuing entity of receivables in additional credit card accounts that would have a material effect on the composition of the assets of the issuing entity.

Rebates and Fraudulent Charges

If the servicer adjusts the amount of any principal receivable because of transactions occurring in respect of any rebate, refund, charge back, unauthorized charge, billing error to the related cardholder, or other adjustment (other than by reason of any Servicer error), then the Transferor Interest will be reduced by the amount of the adjustment. In addition, the Transferor Interest will be reduced as a result of transactions in respect of any principal receivable which was discovered as having been created through a fraudulent or counterfeit charge.

If the servicer makes a deposit into the collection account of a receivable that was received in the form of a check which is not honored for any reason or if the servicer makes a mistake in the amount of

180

any deposit of any collection, then the servicer will appropriately adjust subsequent deposits into the collection account to reconcile the dishonored check or mistake. Any payment received in the form of a dishonored check is deemed not to have been paid.

Amendments to the Servicing Agreement

The issuing entity and the servicer may amend the servicing agreement at any time, provided that prior notice is given to each note rating agency then rating any outstanding series, class, or tranche of notes. Furthermore, prior to any modification, alternation, or amendment, at least one of the following conditions is satisfied with respect to all series, classes, or tranches of notes outstanding:

● the issuing entity receives (i) an officer’s certificate of the servicer to the effect that the servicer reasonably believes that such modification, alteration, or amendment will not have an adverse effect and (ii) the Rating Agency Condition has been satisfied with respect to such modification, alteration, or amendment;

● the issuing entity receives consent of noteholders evidencing more than 66 2/3% of the outstanding dollar principal amount of all affected series, classes, or tranches of notes for which the conditions in the immediately preceding paragraph have not been satisfied; provided that it shall not be necessary for the consent of noteholders to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance of the proposed amendment; or `

● if such modification, alteration, or amendment is to facilitate compliance with any change in law or regulation applicable to the servicer, transferor, issuing entity, indenture trustee or the transactions described in the transfer agreement, the issuing entity receives an officer’s certificate of the servicer to the effect that the servicer reasonably believes that such modification, alteration, or amendment is required to facilitate compliance with such change in law or regulation.

promptly after execution of any amendment (other than an amendment for which an officer certificate was provided and the Rating Agency Condition had been fulfilled), the servicer shall give notice of the amendment’s substance to the indenture trustee, the paying agent, the note registrar, the noteholders and each note rating agency.

Requirements for SEC Shelf Registration

The SEC has adopted certain transaction requirements that we must satisfy in connection with each offering of notes (referred to as a takedown) from a shelf registration statement, including the offering of the Class [•](20[•]-[•]) notes. These transaction requirements include:

● a requirement to file a certification by the chief executive officer (CEO) of the depositor at the time of each such takedown concerning the disclosure contained in the related prospectus and the structure of the securitization; and

● a requirement that the underlying transaction agreements relating to each such takedown include certain provisions that are intended to help investors enforce repurchase obligations contained in those agreements, as follows:

— a provision requiring the appointment of an asset representations reviewer to review certain receivables comprising the Trust Portfolio for compliance with

181

representations and warranties about those receivables once a specified level of delinquencies and specified investor action has occurred;

— a provision requiring specified dispute resolution procedures to address a repurchase request that remains unresolved more than 180 days after the request was made pursuant to the terms of the underlying transaction agreements; and

— a provision to provide for the reporting of requests by investors in the notes to communicate with other investors in the notes in connection with the exercise of their rights under the terms of those securities.

In connection with these requirements for shelf registration, the transferor confirms that it has reasonable grounds to believe that it met the registrant requirements set forth in General Instruction I.A.1 to Form SF-3, as in effect on the shelf eligibility determination date, as of such date. The term “shelf eligibility determination date” refers to either (i) the initial filing date of the Form SF-3 shelf registration statement of which this prospectus forms a part or (ii) the ninetieth day after the end of the transferor’s most recent fiscal year, whichever is the most recent to have occurred prior to the date of this prospectus.

CEO Certification

The transferor, on behalf of the issuing entity, will file the CEO certification relating to the offering of the Class [•](20[•]-[•]) notes with the SEC under cover of Form 8-K on or before the date that the final prospectus is required to be filed, which is no later than the second business day following the date the final prospectus is first used. The certification is an expression of the CEO’s current belief only and is not a guarantee of the future performance of the receivables comprising the Trust Portfolio or the Class [•](20[•]-[•]) notes. Future developments, including developments relating to the risks and uncertainties disclosed in this prospectus, could adversely affect the performance of the receivables and the Class [•](20[•]-[•]) notes and could cause the CEO’s views on the matters addressed in the certification to change. The certification should not be construed as in any way mitigating or discounting those risks and uncertainties through the structuring of the securitization or otherwise. We undertake no obligation to update you if, as a result of facts or events arising after the date of this prospectus, the CEO’s views on the matters addressed in the certification were to change.

Asset Representations Review

General

In the receivables purchase agreement, WFBNA makes representations and warranties concerning the receivables that are transferred by WFBNA to Funding. In the transfer agreement, Funding makes representations and warranties concerning the receivables that are transferred by Funding to the issuing entity. Funding has also transferred and assigned to the issuing entity all of its rights under the receivables purchase agreement, including Funding’s rights to enforce the representations and warranties made by WFBNA, and the issuing entity has in turn transferred and assigned to the indenture trustee all of its rights under the receivables purchase agreement and the transfer agreement, including the issuing entity’s rights to enforce the representations and warranties made by WFBNA and Funding, respectively. See “The Receivables Purchase Agreement—Representations and Warranties” and “—Repurchase Obligations” and “The Transfer Agreement—Representations and Warranties.”

Clayton, a Delaware limited liability company, has been appointed as the asset representations reviewer under the asset representations review agreement. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—Clayton Fixed Income Services LLC” for a

182

description of Clayton. Under the terms of the asset representations review agreement, in certain limited situations described below, the asset representations reviewer is responsible for reviewing certain receivables comprising the Trust Portfolio, and the related credit card accounts, for compliance with representations and warranties concerning those receivables made in the transfer agreement and the receivables purchase agreement that, if breached, could give rise to an obligation to accept repurchase or reassignment of some or all of the receivables comprising the Trust Portfolio.

A review would be required upon the occurrence of both of the following trigger events:

● first, the average for any three consecutive calendar months of the delinquency rates for receivables in the Trust Portfolio that are 60 or more days delinquent, measured as of the end of the related monthly periods, equals or exceeds the delinquency trigger rate, as that rate may be reviewed and adjusted from time to time as described under “—Delinquency Trigger” below (and subject to the additional requirements and conditions described under “—Delinquency Trigger” below); and

● second, if that delinquency trigger has occurred, then the asset representations reviewer is directed by vote of the noteholders to perform a review, as follows (and subject to the additional requirements and conditions described under “ —Voting Trigger” below):

— within 90 days following the date on which it is reported in the issuing entity’s distribution report on Form 10-D that the delinquency trigger has occurred, noteholders holding at least 5% of the aggregate unpaid principal amount of the outstanding notes issued by the issuing entity submit a written petition to the issuing entity and the indenture trustee directing that a vote be taken on whether to initiate a review; and

— if the requisite percentage of noteholders direct within the prescribed 90-day petition period that a vote be taken, then the indenture trustee will be required to conduct a solicitation of votes in accordance with the voting procedures described below and, in a vote in which an asset review quorum participates, noteholders holding more than 50% of the aggregate unpaid principal amount of notes casting a vote must direct that a review be undertaken.

Delinquency Trigger

For purposes of the delinquency trigger described above, the delinquency rate for any calendar month will be calculated as the ratio (expressed as a percentage) of the aggregate dollar amount of receivables in the Trust Portfolio that are 60 or more days delinquent to the aggregate dollar amount of all of the receivables in the Trust Portfolio, measured as of the end of the related monthly period. For purposes of this delinquency rate calculation, the aggregate dollar amount of receivables in the Trust Portfolio that are 60 or more days delinquent does not include receivables that are charged off as uncollectible.

In determining the delinquency trigger, including the delinquency trigger rate, we sought to identify a circumstance when rising delinquencies might begin to cause a reasonable investor concern that the receivables comprising the Trust Portfolio might not have complied with the representations and warranties concerning those receivables made in the transfer agreement and the receivables purchase agreement.

We determined to use the delinquency rate for receivables that are 60 or more days delinquent because it is a relatively stable metric by which to measure nonperforming assets at different points in time. We determined to use a rolling three-month average of that delinquency rate because it is a measure of

183

nonperforming assets over a period of time and is, therefore, a better measure of the significance of that nonperformance than is a measure of nonperforming assets at any particular point in time.

The “delinquency trigger rate” will initially equal [•]%, which percentage will be reviewed and may be adjusted as described further below. The delinquency trigger rate has been set at a level in excess of the historical peak delinquency rate for receivables in WFBNA’s credit card portfolio to assure that the delinquency trigger is not breached due to fluctuations in consumer credit cycles that are unrelated to breaches of representations and warranties concerning the receivables. We have based the delinquency trigger rate calculation on the historical peak delinquency rate for receivables in WFBNA’s credit card portfolio because that portfolio has experienced a greater number of distinct consumer credit cycles and multiple market fluctuations dating back to [•] while the Representative Portfolio, for which historical delinquency data is available only on and after [•], 20[•], and the Trust Portfolio, which was established in [•] 2020, have experienced considerably fewer consumer credit cycles and market fluctuations. We believe that delinquency rates that do not exceed the historical peak rate by a reasonable margin are far less likely to bear either a causal or a correlative relationship to any putative or actual breaches of representations and warranties concerning delinquent receivables.

The delinquency trigger rate will be reviewed and may be adjusted upon the occurrence of any of the following events:

(i) the filing of a registration statement with the SEC relating to any notes to be offered and sold from time to time by the transferor, on behalf of the issuing entity; and

(ii) a change in law or regulation (including any new or revised interpretation of an existing law or regulation or the imposition of any new or revised guideline or request from any central bank or other governmental authority) that, in the transferor’s judgment, could reasonably be expected to have a material effect on the delinquency rate for cardholder payments on the credit card accounts comprising the Trust Portfolio or the manner by which delinquencies are defined or determined;

provided, however, that, for so long as a delinquency trigger has occurred and is continuing, a review of the delinquency trigger rate that would otherwise be required as specified above will be delayed until the date on which the issuing entity first reports in its distribution report on Form 10-D that the delinquency trigger is no longer continuing.

In the case of a review undertaken upon the occurrence of an event described in clause (i) above, we may increase or decrease the delinquency trigger rate by any amount we reasonably determine to be appropriate based on the composition of the Trust Portfolio at the time of the review. In the case of a review undertaken upon the occurrence of an event described in clause (ii) above, we may increase or decrease the delinquency trigger rate by any amount we reasonably determine to be appropriate as a result of the related change in law or regulation. Any adjustment to the delinquency trigger rate will be disclosed in the issuing entity’s distribution report on Form 10-D for the distribution period in which the adjustment occurs, which report will include a description of how the adjusted delinquency trigger rate was determined to be appropriate.

Voting Trigger

For purposes of the voting trigger described above, in determining whether the requisite percentage of noteholders have given any direction, notice, or consent, any notes owned by the issuing entity, WFBNA, the servicer, the transferor, any other holder of the Transferor Interest, the asset representations reviewer, or any of their respective affiliates will be disregarded and deemed not to be outstanding, except that, in

184

determining whether the indenture trustee, the paying agent or the note registrar, as applicable, shall be protected in relying upon any such direction, notice, or consent, only notes that the indenture trustee, the paying agent or the note registrar actually knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith will not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the indenture trustee, the paying agent or the note registrar, as applicable, the pledgee’s right so to act with respect to such notes and that the pledgee is not the issuing entity, WFBNA, the servicer, the transferor, any other holder of the Transferor Interest, the asset representations reviewer, or any of their respective affiliates.

If the requisite percentage of noteholders directs that a vote be taken on whether to initiate a review, then the indenture trustee will be required (i) to promptly provide written notice of such direction to the issuing entity, the transferor, and the servicer and to all noteholders by delivering notice of such direction to noteholders at their addresses appearing on the note register, and (ii) to conduct a solicitation of votes of noteholders to initiate a review, which solicitation of votes must occur within 90 days of the delivery of such notice by the indenture trustee. In connection with any such vote, the Note Registrar shall provide such information as the Indenture Trustee shall reasonably request in order to conduct such vote. If a vote in which an asset review quorum participates occurs within the 90-day period and noteholders holding more than 50% of the aggregate unpaid principal amount of notes casting a vote direct that a review be undertaken, then the indenture trustee will be required to promptly provide written notice to the issuing entity, the transferor, the servicer, and the noteholders in the same manner as described above and a review will commence as described below. In connection with the solicitation of votes to authorize an asset review as described above, an “asset review quorum” means noteholders evidencing at least 5% of the aggregate unpaid principal amount of the notes outstanding.

The voting procedures relating to the voting trigger described above are subject to the following additional conditions:

First, as described above, once the delinquency trigger has occurred, a vote will be taken on whether to initiate a review only if the requisite percentage of noteholders direct within the prescribed 90-day petition period that a vote be taken. For so long as the delinquency trigger has occurred and is continuing, a new 90-day petition period will commence each month, beginning on the date on which the issuing entity reports in the related distribution report on Form 10-D that the delinquency trigger is continuing.

Second, subject to the additional requirements and conditions described in this section, if a petition to direct that a vote be taken, a vote itself, or an asset representations review is underway, noteholders may not initiate another petition, vote, or review unless and until the prior petition, vote, or review is completed. For this purpose—

● a petition will be considered completed only (i) if the petition does not result in a vote, (ii) if a vote occurs, such vote does not result in a review, or (iii) if a review occurs, at such time as a summary of the asset representations reviewer’s final report setting out the findings of its review is included in the issuing entity’s distribution report on Form 10-D, as described under “—Asset Review” below;

● a vote will be considered completed only (i) if the vote does not result in a review or (ii) if a review occurs, at such time as a summary of the asset representations reviewer’s final report setting out the findings of its review is included in the issuing entity’s distribution report on Form 10-D, as described under “—Asset Review” below; and

185

● a review will be considered completed only at such time as a summary of the asset representations reviewer’s final report setting out the findings of its review is included in the issuing entity’s distribution report on Form 10-D, as described under “—Asset Review” below.

Asset Review

Once both triggers have occurred (i.e., the delinquency trigger rate has been reached or exceeded and the indenture trustee has notified the issuing entity, the transferor, the servicer, and the noteholders that the requisite percentage of noteholders have voted to conduct a review in accordance with the procedures described above), the servicer will be required to promptly provide written notice (a “review notice”) to the asset representations reviewer and, within 20 days after providing such notice, the servicer will deliver to the asset representations reviewer a current list that identifies each credit card account designated to the Trust Portfolio with receivables that are 60 or more days delinquent, as reported in the issuing entity’s most recent distribution report on Form 10-D, together with each account’s receivables balance. The asset representations reviewer will then conduct a review of those accounts and the receivables arising in those accounts (“review accounts” and “review receivables,” respectively) in accordance with the process described below. The objective of the asset representations review process is to enable the asset representations reviewer to independently identify noncompliance with a representation or warranty concerning the review receivables.

The asset representations review agreement provides that, in connection with any review, the servicer will grant the asset representations reviewer access to documents, data, and other information (“review materials”) related to the performance of its review of the review accounts and review receivables within 60 days after the servicer provides a review notice. If the servicer provides access to review materials at one of the servicer’s offices, such access will be afforded without charge but only (i) upon reasonable notice, (ii) during normal business hours, (iii) subject to the servicer’s normal security and confidentiality procedures and (iv) at offices designated by the servicer. Upon obtaining access to the review materials, the asset representations reviewer will review them to determine if any materials are missing or incomplete and, as a result, are insufficient for the asset representations reviewer to perform any procedure related to the performance of its review (each, a “testing procedure” or “test”). If the asset representations reviewer determines that any review materials are missing or incomplete, it will notify the servicer promptly, and in any event no more than 20 days after obtaining access to the review materials. The servicer will then have 30 days to provide the asset representations reviewer access to the missing or incomplete materials. If access to the missing or incomplete materials has not been provided by the servicer within that 30-day period, the related review will be considered incomplete.

The asset representations reviewer will conduct its review based on information contained in the review materials and other generally available information. Therefore, the asset representations reviewer’s ability to determine if review receivables have failed to comply with a representation or warranty will depend on whether the review materials for those review receivables or the related review accounts provide a sufficient basis for that conclusion. Neither noteholders nor the paying agent will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the asset representations reviewer.

Upon receiving access to the review materials, the asset representations reviewer will start its review of the review accounts and review receivables and complete its review within 90 days after receiving access to substantially all of the review materials, or such longer period of time (not to exceed an additional 30 days) as the servicer, the asset representations reviewer and the other parties to the asset representations review agreement may agree. If the asset representations reviewer determines that any review materials are missing or incomplete and the servicer provides the asset representations reviewer with access to the

186

missing or incomplete materials as described above, the review period will be extended for an additional 30 days beyond the period described immediately above.

The review will consist of performing specific tests for each representation and warranty and determining whether each test was passed or failed. If any review receivable or review account was included in a prior review, the asset representations reviewer will not perform any tests on it, but will include the results of the previous tests in the review report for the current review. If the servicer notifies the asset representations reviewer that the review receivables with respect to any review account have been paid in full or repurchased from the pool before the review report is delivered, the asset representations reviewer will terminate the tests of those review receivables and related review accounts and the review of those review receivables and related review accounts will be considered complete. If a review is in process and the nominal liquidation amount of all notes will be reduced to zero on the next distribution date, the servicer will notify the asset representations reviewer no less than 10 days before that distribution date. On receipt of that notice, the asset representations reviewer will terminate the review immediately and will not be obligated to deliver a review report.

The review tests were designed to determine whether the review receivables were not in compliance with the representations and warranties made about them in the transfer agreement or receivables purchase agreement. There may be multiple tests for each representation and warranty. The review is not designed to determine why the obligor is delinquent or the creditworthiness of the obligor. The review is not designed to determine whether the receivables were serviced in compliance with the servicing agreement. The review is not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether WFBNA’s origination, underwriting, and servicing policies and procedures are adequate, reasonable or prudent. The asset representations reviewer is not responsible for determining whether any finding of noncompliance with these representations and warranties constitutes a breach of any contractual provision of the transfer agreement or the receivables purchase agreement or if any receivable is required to be repurchased.

Within 10 days following the completion of its review, the asset representations reviewer will provide the servicer with a preliminary report setting out each preliminary test result for the review accounts and review receivables. The servicer will provide the preliminary report to Funding and WFBNA within 2 business days of receipt of the report. If, within 30 days of the date that Funding and WFBNA receive the preliminary report, the servicer receives supplemental review materials to potentially refute any finding in the preliminary report, the servicer will within 2 business days of its receipt make such supplemental review materials available to the asset representations reviewer. If supplemental review materials are made available to the asset representations reviewer, the review period will be re-opened and the asset representations reviewer will complete its review on the basis of such supplemental review materials within 30 days of receiving access to those supplemental review materials, or such longer period of time (not to exceed an additional 15 days) as the servicer, the asset representations reviewer and the other parties to the asset representations review agreement may agree. The asset representations reviewer will then consider such supplemental review materials and, within 10 days following completion of its re-opened review, either confirm or revise its preliminary report and provide the servicer and the indenture trustee with a final report setting out each final test result for the review accounts and review receivables, redacted to protect personally identifiable information in any form relating to obligors, as determined by the asset representations reviewer with the concurrence of the servicer.

If, within 40 days after the date that the asset representations reviewer provided its preliminary report to the servicer, the servicer has not made available to the asset representations reviewer supplemental review materials to potentially refute a finding in the preliminary report, then within 10 days following such 40th day, the asset representations reviewer will make its final report (which will be based on the findings set forth in the preliminary report) available to the indenture trustee and the servicer, redacted to

187

protect personally identifiable information in any form relating to obligors, as determined by the asset representations reviewer with the concurrence of the servicer. The servicer will provide the final report to Funding and WFBNA within 2 business days of receipt of the report.

A summary of the asset representations reviewer’s final report will also be included in the issuing entity’s distribution report on Form 10-D for the distribution period in which the final report is provided to the indenture trustee and the servicer.

Following its receipt of the asset representations reviewer’s final report, Funding will investigate any findings of noncompliance contained in the report and make a determination regarding whether any such noncompliance constitutes a breach of any contractual provision of the transfer agreement or the receivables purchase agreement. If Funding determines that a breach has occurred, it will provide notice to the issuing entity, the servicer, and the indenture trustee. See “The Transfer Agreement—Representations and Warranties” and “The Receivables Purchase Agreement—Representations and Warranties” and “—Repurchase Obligations” for a discussion of the obligations of Funding and WFBNA, and the rights of the issuing entity and noteholders, if Funding or WFBNA breaches certain representations and warranties concerning the receivables made in the transfer agreement and the receivables purchase agreement.

Limitation on Liability; Indemnification

The asset representations reviewer will not be liable for any action taken, or not taken, in good faith under the asset representations review agreement or for errors in judgment, but will be liable for its willful misconduct, bad faith or negligence in performing its obligations under the asset representations review agreement. The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance with, or breach of, any representation or warranty made about the receivables. The servicer will indemnify the asset representations reviewer for any loss, liability or expense resulting from the asset representations reviewer’s performance of its obligations under the asset representations review agreement unless resulting from the willful misconduct, bad faith or negligence of the asset representations reviewer or the breach of representations made by the asset representations reviewer in the asset representations review agreement.

Eligibility of Asset Representations Reviewer

The asset representations review agreement provides that the asset representations reviewer must be an “eligible” asset representations reviewer, meaning that it may not be (i) affiliated with WFBNA, the transferor, the servicer, the issuing entity, the indenture trustee or the owner trustee, or any of their respective affiliates, or (ii) the same party (or an affiliate of any party) hired by WFBNA, the transferor, or any underwriter of the notes to perform due diligence work on the pool assets in connection with the closing for an issuance of notes.

Resignation and Removal of the Asset Representations Reviewer

The asset representations reviewer may not resign, except:

(a) upon a determination that it has become legally unable to perform its duties as asset representations reviewer;

(b) on or after the fifth anniversary of the asset representations reviewer’s engagement date ([_____]), upon one year’s written notice (or such shorter notice period as the parties to the asset representations review agreement may agree) from the asset representations reviewer to the servicer, WFBNA, the transferor, and the issuing entity; or

188

(c) upon a failure by the servicer to pay any material amount due to the asset representations reviewer under the asset representations review agreement when such amount becomes due and payable, and continuance of that non-payment for a period of 60 days following the date on which that amount became due and payable.

The servicer may or, in the case of clause (i) below, shall remove the asset representations reviewer by delivery of a written instrument to that effect if the asset representations reviewer:

(i) ceases to be an eligible asset representations reviewer;

(ii) fails duly to observe or perform in any material respect any of its covenants or agreements set forth in the asset representations review agreement; or

(iii) becomes insolvent.

The servicer may also remove the asset representations reviewer by delivery of a written instrument to that effect on or after the fifth anniversary of the asset representations reviewer’s engagement date, upon 60 days’ written notice (or such shorter notice period as the parties to the asset representations review agreement may agree) from the servicer to the asset representations reviewer, WFBNA, the transferor and the issuing entity.

Upon the resignation or removal of the asset representations reviewer, the servicer will use commercially reasonable efforts to appoint a successor asset representations reviewer, who must be an eligible asset representations reviewer. If a successor asset representations reviewer has not been appointed within 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the asset representations reviewer or the servicer may apply to any court of competent jurisdiction to appoint a successor asset representations reviewer to act until such time, if any, as a successor asset representations reviewer has been appointed by the servicer as otherwise provided in the asset representations review agreement. Any successor asset representations reviewer appointed by such court will immediately and without further act be superseded by any successor asset representations reviewer appointed by the servicer. No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer who is an eligible asset representations reviewer is in place.

Any person into which, in accordance with the asset representations review agreement, the asset representations reviewer may be merged or consolidated, any person resulting from any merger or consolidation to which the asset representations reviewer is a party, or any person succeeding to the business of the asset representations reviewer, upon:

(1) execution of a supplement to the asset representations review agreement;

(2) delivery of an officer’s certificate of the asset representations reviewer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with the applicable provisions of the asset representations review agreement, that the successor asset representations reviewer is an eligible asset representations reviewer, and that all conditions precedent set forth in the asset representations review agreement have been complied with; and

(3) delivery of an opinion of counsel that such supplemental agreement is legal, valid and binding with respect to the asset representations reviewer, will be the successor to the asset representations reviewer under the asset representations review agreement.

189

Asset Representations Reviewer Compensation

As compensation for its activities under the asset representations review agreement, the asset representations reviewer will be entitled to receive an annual fee with respect to each annual period prior to termination of the asset representations review agreement. In addition, following the completion of a review and delivery of the final review report, the asset representations reviewer will be entitled to receive a review fee. The servicer will pay the annual fees and review fees of the asset representations reviewer and will reimburse the asset representations reviewer for its reasonable travel expenses for a review.

Amendment of the Asset Representations Review Agreement

By accepting a note, a noteholder will be deemed to acknowledge that the asset representations reviewer, WFBNA, the transferor, and the servicer may amend the asset representations review agreement, without the consent of any of the noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity, to correct or supplement any provisions in the asset representations review agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the asset representations review agreement (including the content of any exhibit to the asset representations review agreement), so long as the amendment will not, in the reasonable belief of the transferor, as evidenced by an officer’s certificate of the transferor delivered to WFBNA, the servicer, and the indenture trustee, adversely affect in any material respect the interests of any noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the asset representations review agreement as compared to the terms expressly set forth in an applicable prospectus.

The asset representations reviewer, WFBNA, the transferor, and the servicer may also amend the asset representations review agreement, with the consent of noteholders holding more than 50% of the aggregate unpaid principal amount of all outstanding notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the asset representations review agreement or of modifying in any manner the rights of the noteholders.

For purposes of the provisions of the asset representations review agreement requiring the consent of noteholders to amend the asset representations review agreement, in determining whether the requisite percentage of noteholders have given any such consent, any notes owned by the issuing entity, WFBNA, the servicer, the transferor, any other holder of the Transferor Interest, the asset representations reviewer, or any of their respective affiliates will be disregarded and deemed not to be outstanding, except that, in determining whether the indenture trustee shall be protected in relying upon any such direction, notice, or consent, only notes that the indenture trustee actually knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith will not be disregarded and may be regarded as outstanding if the pledgee establishes to the indenture trustee’s satisfaction the pledgee’s right so to act with respect to such notes and that the pledgee is not the issuing entity, WFBNA, the servicer, the transferor, any other holder of the Transferor Interest, the asset representations reviewer, or any of their respective affiliates.

Dispute Resolution

If, pursuant to the provisions of the transfer agreement or the receivables purchase agreement, Funding or the indenture trustee acting at the direction of the majority holders of all series of notes, as applicable, provide written notice that the transferor or WFBNA, as applicable (each referred to as a “Representing Party”), is obligated to repurchase any receivable due to an alleged breach of a representation and warranty, and the repurchase obligation has not been fulfilled or otherwise resolved to the reasonable satisfaction of the party making the repurchase request within 180 days of the receipt of such written notice, the party making the repurchase request or a verified note owner (each, a “Requesting Party”) will have the right to refer the matter, at its discretion, in the case of Funding or a verified note owner, and solely as

190

directed, in the case of the indenture trustee, to either third-party mediation (including nonbinding arbitration) or arbitration and the transferor and WFBNA, as applicable, will be deemed to have consented to the selected resolution method. As used above, “verified note owner” means either (a) a beneficial owner of an interest in a global note that has provided the Representing Party written certification that it is the beneficial owner of an interest in a global note and one other form of documentation, such as a trade confirmation, an account statement, a letter from such beneficial owner’s broker or dealer, or another similar document, or (b) a person in whose name a note is registered in the note register. See “The Transfer Agreement—Representations and Warranties” and “The Receivables Purchase Agreement—Representations and Warranties” and “—Repurchase Obligations” for a discussion of the obligations of the transferor and WFBNA, and the rights of the indenture trustee and noteholders, if the transferor or WFBNA breaches certain representations and warranties concerning the receivables made in the transfer agreement and the receivables purchase agreement.

At the end of the 180-day period described above, the Representing Party may provide notice informing the Requesting Party of the status of its request or, in the absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 calendar days of the conclusion of the 180-day period described above. Each Representing Party agrees to participate in the resolution method selected by the Requesting Party.

If the Requesting Party selects mediation as the resolution method, the mediation will be administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules and Mediation Procedures (the “Rules”) in effect at the time the mediation is initiated. However, if any of the Rules are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control. The mediator will be independent, impartial, and knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by AAA. Upon being supplied a list of at least ten potential mediators by AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible. Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within 10 Business Days of the selection of the mediator and to conclude the mediation within 30 days of the start of the mediation. The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Representing Party as part of the mediation. A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations.

If the Requesting Party selects arbitration as the resolution method, the arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in the transfer agreement, and under the auspices of the AAA and in accordance with the Rules.

If the repurchase request at issue involves a repurchase amount of less than 5% of the total principal receivables held by the issuing entity as of the date of such repurchase request, a single arbitrator will be used. That arbitrator will be independent, impartial, and knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by the AAA. Upon being supplied a list of at least ten potential arbitrators by the AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank

191

the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible.

If the repurchase request at issue involves a repurchase amount equal to or in excess of 5% of the total principal receivables held by the issuing entity as of the date of such repurchase request, a three-arbitrator panel will be used. The arbitral panel will consist of three members, (a) one to be appointed by the Requesting Party within five Business Days of providing notice to the Representing Party, as applicable, of its selection of arbitration, (b) one to be appointed by the Representing Party within five Business Days of the Requesting Party’s appointment and (c) the third, who will preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five Business Days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Rules.

Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of the transfer agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

It is the parties’ intention that, after consulting with the parties, the arbitrator or arbitral panel, as applicable, will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 30 days after appointment of the arbitrator or arbitral panel, as applicable. The arbitrator or the arbitral panel, as applicable, will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration. Consistent with the expedited nature of arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense. At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours’ duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive. All discovery shall be completed within sixty (60) calendar days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable, will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary.

It is the parties’ intention that the arbitrator or the arbitral panel, as applicable, will resolve the dispute in accordance with the terms of the transfer agreement, and may not modify or change the transfer agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award

192

punitive damages or consequential damages in any arbitration conducted. It is the parties’ intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitrator or the arbitral panel, as applicable, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion. The determination of the arbitrator or the arbitral panel, as applicable, will be in writing and counterpart copies will be promptly delivered to the parties. The determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the determination of the arbitrator or the arbitral panel, as applicable will be final and non-appealable and may be entered in and may be enforced in, any court of competent jurisdiction.

By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration.

The following provisions will apply to both mediations and arbitrations:

● any mediation or arbitration will be held in Charlotte, North Carolina;

● notwithstanding this dispute resolution provision, the parties will have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and

● the details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration will be admissible in that particular arbitration. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

Investor Communication

The servicing agreement and the transfer agreement require the party responsible for making periodic filings with the SEC on Form 10-D, which is currently WFBNA in its capacity as servicer, to include in the Form 10-D any request from an investor in the notes to communicate with other investors in the notes in connection with the exercise of their rights as investors under the terms of the related transaction agreements, so long as the request was received by the party responsible for making the Form 10-D filing during the related reporting period. The indenture requires that, if the issuing entity, the indenture trustee, the paying agent or the note registrar receives a request from an investor in the notes to communicate with one or more other investors in the notes, the issuing entity, the indenture trustee, the paying agent or the

193

note registrar as applicable, will communicate that request to the servicer and the transferor, to be reported on Form 10-D as specified above.

Disclosure in the relevant Form 10-D will include: the name of the investor making the request, the date the request was received, a statement to the effect that the party responsible for filing the Form 10-D has received a request from such investor and stating that such investor is interested in communicating with other investors with regard to the possible exercise of rights under the related transaction agreements, and a description of the method other investors may use to contact the requesting investor.

The servicing agreement and the transfer agreement each permit the party responsible for filing the Form 10-D to verify the identity of a beneficial owner of the notes prior to including a request to communicate with other investors in a Form 10-D, by requiring a written certification from the investor that it is a beneficial owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from the beneficial owner’s broker or dealer, or another similar document.

Consumer Protection Laws and Certain Other Regulatory Matters

Certain Regulatory Matters

The operations and financial condition of WFBNA are subject to extensive regulation and supervision under federal and state law. The appropriate banking regulatory authorities, including the CFPB, the OCC and the FDIC, have broad enforcement powers over WFBNA. These enforcement powers may adversely affect the operation and financial condition of the issuing entity, and your rights under the transfer agreement, the servicing agreement, the trust agreement, and the indenture prior to the appointment of a receiver or conservator.

If bank regulatory authorities supervising any bank were to find that any obligation of such bank or an affiliate under a securitization or other agreement, or any activity of such bank or affiliate, constituted an unsafe or unsound practice or violated any law, rule, regulation or written condition or agreement applicable to the related bank, such federal bank regulatory authorities have the power to order such bank or affiliate, among other things, to rescind such agreement or contract, refuse to perform that obligation, terminate the activity, amend the terms of such obligation or take such other action as such regulatory authorities determine to be appropriate. In such an event, WFBNA may not be liable to you for contractual or other damages for complying with such a regulatory order and you may not be able to make a claim against the relevant regulatory authority.

In one case, after the OCC found that a national bank was, contrary to safe and sound banking practices, receiving inadequate servicing compensation under its securitization agreements, that bank agreed to a consent order with the OCC. Such consent order required that bank, among other things, to cease performing its duties as servicer within approximately 120 days, to immediately withhold and segregate funds from collections for payment of its servicing fee (notwithstanding the priority of payments in the securitization agreements and the perfected security interest of the relevant trust in those funds) and to increase its servicing fee percentage above that which was originally agreed upon in its securitization agreements.

While WFBNA has no reason to believe that any bank regulatory authority would consider provisions relating to WFBNA or any affiliate acting as servicer or the payment or amount of a servicing fee to WFBNA or any affiliate, or any other obligation of WFBNA or an affiliate under its securitization agreements, to be unsafe or unsound or violative of any law, rule or regulation applicable to them, there can be no assurance that any such regulatory authority would not conclude otherwise in the future. If such a bank regulatory authority did reach such a conclusion, you could suffer a loss on your investment.

194

Consumer Protection Laws

The relationships of the cardholder and credit card issuer and the lender are extensively regulated by federal, state, and local consumer protection laws. With respect to consumer revolving credit accounts owned by WFBNA, the most significant federal laws include the federal Truth in Lending, Equal Credit Opportunity, Fair Credit Reporting, Gramm-Leach-Bliley and Financial Reform Acts. These statutes, among other things, impose disclosure requirements, provide substantive consumer rights, prohibit discrimination against certain protected classes of applicants/borrowers, regulate the furnishing and use of credit report information, provide financial privacy protections, require safe and sound banking practices and prohibit unfair, deceptive and abusive trade practices. Other laws and regulations may affect collection practices. The Truth-in-Lending Act and Regulation Z require disclosure of the cost of credit and other matters before and when an account is opened and at the end of monthly billing cycles and, in addition, limit cardholder liability for unauthorized use, prohibit certain practices in extending and servicing credit, and impose certain limitations on the type of account-related charges that may be imposed. In addition, cardholders are entitled under this law to have payments and credits applied to their accounts promptly and to require billing errors to be resolved promptly.

In addition, pursuant to the Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD) Act, the federal Truth-in-Lending Act was amended to, among other things: (a) require advance notice of any changes in interest rates or fees and other significant changes to the terms of a credit card account and (b) prohibit generally rate increases on existing credit card account balances. These and other consumer protection laws and regulations currently in effect, any consumer protection laws and regulations subsequently enacted or implemented, and changes in their regulatory application or judicial interpretation may: (i) make it more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, (ii) reduce the finance charges and other fees that WFBNA or its affiliates can charge on credit card account balances, or (iii) cause cardholders to reduce their credit card usage.

Each of these results, independently or collectively, may reduce the effective yield on the credit card accounts in the Trust Portfolio, which could result in an early redemption event and accelerated or reduced payments on your notes. See “Risk Factors—Other Legal and Regulatory Risks—Changes to consumer protection laws, including in their application or interpretation, may impede origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections, any of which may result in an acceleration of, or reduction in, payments on your notes” in this prospectus for a more complete description of the CARD Act and the implications associated with it. Accounts are generally established using standardized documentation. Thus, many borrowers may be similarly situated insofar as the provisions of their respective disclosures and contractual obligations are concerned. Accordingly, allegations of violations of the provisions of applicable federal or state consumer protection laws could potentially result in a large putative class of claimants asserting such claims. There is no assurance that such claims will not be asserted against WFBNA, Funding or the issuing entity.

In May 2019, the CFPB issued a proposed rule to amend Regulation F governing the activities of third-party debt collectors under the federal Fair Debt Collection Practices Act. The proposed rule sought to overhaul existing guidance applicable to those third-party debt collector entities. While the proposed rule did not address first-party debt collectors, in the past the CFPB has indicated that it might address such activity in a later rulemaking. On October 30, 2020, the CFPB issued its final rule, which becomes effective one year after publication of the final rule in the Federal Register. WFBNA is currently analyzing the final rule to determine its impact on WFBNA’s credit card business. The CFPB has also indicated that it will issue another rule in December 2020 relating to disclosures under the FDCPA. It is also unclear what effect, if any, these further expected rule changes would have on the assets of WFBNA, the issuing entity or the servicer’s practices or debt collection activities and recoveries.

195

As a result of the COVID-19 pandemic, the Fair Credit Reporting Act was amended by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. These amendments provide for modified credit reporting when an accommodation under, or modification of, the terms of WFBNA’s credit card agreements with its cardholders occurs. Federal banking regulators including the CFPB have also indicated that due to the crisis, there will be some flexibility with respect to investigations of credit disputes. As a result, accurate credit reporting may be delayed or modified.

The issuing entity may be liable for certain violations of consumer protection laws that apply to the receivables, either as assignee from WFBNA with respect to obligations arising before transfer of the receivables to Funding or the issuing entity or as the party directly responsible for obligations arising after the transfer. In addition, a cardholder may be entitled to assert such violations by way of set-off against the obligation to pay the amount of receivables owing. Funding has represented and warranted in the transfer agreement that all of the receivables have been and will be created in compliance with the requirements of such laws. The servicer also agrees in the servicing agreement to indemnify the issuing entity, among other things, for any liability arising from such violations caused by the servicer. For a discussion of the issuing entity’s rights arising from the breach of these warranties, see “The Transfer Agreement—Representations and Warranties” in this prospectus.

The Servicemembers Civil Relief Act allows individuals on active duty in the military to cap the interest rate and fees on debts incurred before the call to active duty at 6%. In addition, subject to judicial discretion, any action or court proceeding in which an individual in military service is involved may be stayed if the individual’s rights would be prejudiced by denial of such a stay. Currently, some cardholders with outstanding balances have been placed on active duty in the military, and more may be placed on active duty in the future.

The regulations implementing the Military Lending Act (“MLA”) also apply to various WFBNA products, including credit cards and provide specific protections to covered borrowers. Those protections include a limit on the Military Annual Percentage Rate of 36%, written and oral delivery of certain required disclosures before origination, and a prohibition on certain loan terms including arbitration agreements. Creditors can rely on safe harbors for determining whether an applicant is a covered borrower. If WFBNA were to extend credit to a covered borrower without complying with the applicable MLA provisions, and the safe harbors were deemed not to apply, the credit card agreement could be void.

WFBNA is subject to federal and state laws regarding the use and safeguarding of consumer information, including consumer notification in the event of a data breach. Recent events concerning the breaches of consumer data have brought about an additional regulatory and legislative focus on data security. New or increased regulation could increase the cost of issuing credit cards or impact their use. If a data breach occurred, WFBNA could become subject to litigation, fines or other penalties and loss of consumer confidence.

California adopted the California Consumer Privacy Act of 2018 (“CCPA”) which provides new data privacy rights for California consumers and new operational requirements for businesses. The CCPA includes a framework for statutory damages and private rights of action against businesses that fail to implement reasonable security procedures and practices to prevent data breaches. All other provisions of the CCPA are enforced by the California Attorney General. The CCPA became effective in January 2020. Final regulations were issued on June 1, 2020 and the Attorney General commenced enforcement of the CCPA beginning on July 1, 2020. On November 3, 2020, voters in California approved Proposition 24 which enacts a new law, the California Privacy Rights Act, providing greater rights to consumers related to the use of their personal information. The new law also creates a new state agency, the California Privacy Protection Agency, to enforce privacy laws in the state. The new law becomes effective January 1, 2023. On March 2, 2021, Virginia enacted a comprehensive consumer data protection law that becomes effective on January 1, 2023. Other states or the federal government may consider other and potentially different privacy legislation that could affect WFBNA.

If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account and,

196

as a result, the related receivables would be written off as uncollectible. The owners of the notes could suffer a loss if no funds are available from credit enhancement or other sources. See “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount” in this prospectus.

Federal Income Tax Consequences

General

The following discussion describes the material United States federal income tax consequences of the purchase, ownership and disposition of a beneficial interest in the notes. The following discussion has been prepared and reviewed by Chapman and Cutler LLP as special tax counsel to the issuing entity (Special Tax Counsel), and is based on the Internal Revenue Code of 1986, as amended as of the date hereof, and existing final, temporary and proposed Treasury regulations, revenue rulings and judicial decisions, all of which are potentially subject to prospective and retroactive changes. The discussion is addressed only to original purchasers of the notes, deals only with notes held as capital assets within the meaning of Section 1221 of the Internal Revenue Code and, except as specifically set forth below, does not address tax consequences of holding notes that may be relevant to investors in light of their own investment circumstances or their special tax situations, such as certain financial institutions, tax-exempt organizations, life insurance companies, dealers in securities, non-U.S. persons, or investors holding the notes as part of a conversion transaction, as part of a hedge or hedging transaction, or as a position in a straddle for tax purposes. Further, this discussion does not address alternative minimum tax consequences or any tax consequences to holders of interests in a noteholder. Noteholders should be aware that this discussion and the opinions contained herein may not be able to be relied upon to avoid any income tax penalties that may be imposed with respect to the notes. An opinion of Special Tax Counsel is not binding on the Internal Revenue Service or the courts, and no ruling on any of the issues discussed below will be sought from the Internal Revenue Service. Moreover, there are no authorities on similar transactions involving interests issued by an entity with terms similar to those of the notes described in this prospectus. Accordingly, it is suggested that persons considering the purchase of notes should consult their own tax advisors with regard to the United States federal income tax consequences of an investment in the notes and the application of United States federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to their particular situations.

Description of Opinions

As more fully described in this “Federal Income Tax Consequences” section, Special Tax Counsel is of the opinion generally to the effect that the issuing entity will not be subject to United States federal income tax, and further that, upon their initial issuance, the offered notes will be characterized as debt for United States federal income tax purposes. Additionally, Special Tax Counsel is of the opinion generally to the effect that the statements set forth in this section to the extent that they constitute matters of law or legal conclusions, are correct in all material respects.

Special Tax Counsel has not been asked to opine on any other United States federal income tax matter, and the balance of this discussion does not purport to set forth any opinion of Special Tax Counsel concerning any other particular United States federal income tax matter. For example, the discussion of original issue discount below is a general discussion of United States federal income tax consequences relating to an investment in notes that are treated as having original issue discount, which discussion Special Tax Counsel opines is correct in all material respects as described above; however, that discussion does not set forth any opinion as to whether any particular notes will be treated as having original issue discount. Additionally, those matters as to which Special Tax Counsel renders opinions should be understood to be subject to the additional considerations in the discussions relating to those opinions set forth below.

197

Special Tax Counsel has not been asked to, and does not, render any opinion regarding the state or local income tax consequences of the purchase, ownership and disposition of a beneficial interest in the notes. See “—State and Local Tax Consequences.”

This description of the substance of the opinions rendered by Special Tax Counsel is not intended as a substitute for an investor’s review of the remainder of this discussion of income tax consequences, or for consultation with its own advisors or tax return preparer.

Tax Characterization of the Issuing Entity and the Notes

Treatment of the Issuing Entity as an Entity Not Subject to Tax

Special Tax Counsel is of the opinion that the issuing entity will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes. As a result, subject to the discussion of the Bipartisan Budget Act of 2015 (the “2015 Budget Act”) below regarding audit adjustments, Special Tax Counsel is also of the opinion that the issuing entity will not be subject to United States federal income tax. It should be noted that this transaction is not the subject of, or squarely on point with, any Treasury regulation, revenue ruling or judicial decision, and thus these opinions are not binding on the Internal Revenue Service and no assurance can be given that this characterization will prevail.

The precise tax characterization of the issuing entity for United States federal income tax purposes is not certain. It might be viewed as merely holding assets on behalf of the transferor as collateral for notes issued by the transferor. On the other hand, it could be viewed for United States federal income tax purposes as one or more separate entities issuing the notes for tax purposes. This distinction, however, should not have a significant tax effect on noteholders except as stated below under “—Possible Alternative Characterizations.”

Certain provisions of the 2015 Budget Act could cause the issuing entity to be liable for United States federal income tax in certain circumstances. That act includes rules applicable to the audit of entities treated as partnerships for United States federal income tax purposes, and provides that taxes arising from audit adjustments generally are required to be paid by the entity rather than by its partners. Therefore, if the issuing entity were characterized as a partnership, taxes arising from any audit adjustment may be required to be paid by the issuing entity. The 2015 Budget Act also provides for certain elections whereby a partnership may avoid such taxation and instead cause its partners to be liable for any such taxes arising from audit adjustments, and the issuing entity expects to endeavor to make such an election; however, there can be no assurance that the issuing entity will be able to comply with the requirements necessary to make such an election in all relevant circumstances; see “—Possible Alternative Characterizations” below.

Treatment of the Notes as Debt

Special Tax Counsel is of the opinion that, upon their initial issuance, the notes offered by this prospectus will be characterized as debt for United States federal income tax purposes. Additionally, the issuing entity will agree in the indenture, and the noteholders will agree by their purchase and holding of notes, to treat the notes as debt secured by the receivables and other assets of the issuing entity for United States federal income tax purposes. Again, it should be noted that this transaction is not the subject of, or squarely on point with, any Treasury regulation, revenue ruling or judicial decision, and thus this opinion is not binding on the Internal Revenue Service and no assurance can be given that this characterization will prevail.

198

Possible Alternative Characterizations

If, contrary to the opinion of Special Tax Counsel, the Internal Revenue Service successfully asserted that a series or class of notes did not represent debt for United States federal income tax purposes, those notes might be treated as equity interests in the issuing entity or some other entity for such purposes. If so treated, investors could be treated either as partners in a partnership or, alternatively, as shareholders in a taxable corporation for such purposes.

If an investor were treated as a partner in a partnership, it would be taxed individually on its respective share of the partnership’s income, gain, loss, deductions and credits attributable to the partnership’s ownership of the receivables and any other assets and liabilities of the partnership without regard to whether there were actual distributions of that income. As a result, the amount, timing, character and source of items of income and deductions of an investor could differ if its notes were held to constitute partnership interests rather than debt. Treatment of a noteholder as a partner could have adverse tax consequences to certain holders; for example, absent an applicable exemption, income allocable to foreign persons (as well as gain or loss on any disposition of a note) would be subject to United States tax and United States tax return filing and withholding requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of partnership expenses. Such treatment could also cause the issuing entity to be subject to taxes attributable to audit adjustments under the partnership audit provisions of the 2015 Budget Act, as discussed above, by impairing the entity’s ability to make an effective election to cause its partners to be liable for any such taxes, as well as taxes attributable to any withholding tax not properly withheld from foreign partners in connection with any disposition. Alternatively, the Internal Revenue Service could contend that some or all of the notes, or separately some of the other securities that the issuing entity is permitted to issue (and which are permitted to constitute debt or equity for United States federal income tax purposes), constitute equity in a partnership that should be classified as a publicly traded partnership taxable as a corporation for United States federal income tax purposes. Any such partnership could be so classified if its equity interests were traded on an “established securities market,” or are “readily tradable” on a “secondary market” or its “substantial equivalent.” The transferor intends to take measures designed to reduce the risk that the issuing entity could be classified as a publicly traded partnership; although the transferor expects that such measures will ultimately be successful, certain of the actions that may be necessary for avoiding the treatment of such other securities as “readily tradable” on a “secondary market” or its “substantial equivalent” are not fully within the control of the transferor. As a result, there can be no assurance that the measures the transferor intends to take will in all circumstances be sufficient to prevent the issuing entity from being classified as a publicly traded partnership. If the issuing entity were treated in whole or in part as one or more publicly traded partnerships taxable as a corporation, corporate tax imposed with respect to that corporation could materially reduce cash available to make payments on the notes, and foreign investors could be subject to withholding taxes. Additionally, no distributions from the corporation would be deductible in computing the taxable income of the corporation, except to the extent that any notes or other securities were treated as debt of the corporation and distributions to the related noteholders or other security holders were treated as payments of interest thereon. Further, distributions to noteholders not treated as holding debt would be dividend income to the extent of the current and accumulated earnings and profits of the corporation (possibly without the benefit of any dividends received deduction). Prospective investors should consult their own tax advisors with regard to the consequences of possible alternative characterizations to them in their particular circumstances; the following discussion assumes that the characterization of the notes as debt and the issuing entity as an entity not subject to United States federal income tax is correct.

199

Consequences to Holders of the Offered Notes

Interest and Original Issue Discount

Stated interest on a note will be includible in gross income as it accrues under relevant tax accounting principles (but subject to the financial accounting conformity requirement discussed below) or is received in accordance with a noteholder’s usual method of tax accounting. If notes are issued with original issue discount, the provisions of Sections 1271 through 1273 and 1275 of the Internal Revenue Code will apply to those notes. Under those provisions, a holder of such a note (including a cash basis holder) generally would be required to include the original issue discount on a note in income for United States federal income tax purposes on a constant yield basis, resulting in the inclusion of original issue discount in income in advance of the receipt of cash attributable to that income. Subject to the discussion below, a note will be treated as having original issue discount to the extent that its “stated redemption price” exceeds its “issue price,” if such excess equals or exceeds 0.25 percent multiplied by the weighted average life of the note (determined by taking into account the number of complete years following issuance until payment is made for each partial principal payment). Under Section 1272(a)(6) of the Internal Revenue Code, special provisions apply to debt instruments on which payments may be accelerated due to prepayments of other obligations securing those debt instruments. However, no regulations have been issued interpreting those provisions, and the manner in which those provisions would apply to the notes is unclear, but the application of Section 1272(a)(6) could affect the rate of accrual of original issue discount and could have other consequences to holders of the notes. Additionally, the Internal Revenue Service could take the position based on Treasury regulations that none of the interest payable on a note is “unconditionally payable” and hence that all of such interest should be included in the note’s stated redemption price at maturity. If sustained, such treatment should not significantly affect tax liabilities for most holders of the notes, but prospective noteholders should consult their own tax advisors concerning the impact to them in their particular circumstances. The issuing entity intends to take the position that interest on the notes constitutes “qualified stated interest” and that the above consequences do not apply.

Certain provisions of the Tax Cuts and Jobs Act (the “2017 Tax Act”) may accelerate the inclusion of income for certain holders as compared with that described immediately above. More particularly, accrual method taxpayers may be required to recognize such items of income no later than the taxable year in which such income is taken into account as revenue for financial accounting purposes. The Internal Revenue Service has proposed regulations generally excluding original issue discount from this acceleration rule, which rule has been adopted in final regulations for taxable years beginning after December 31, 2020 (and on which taxpayers generally may rely for prior years). Potentially affected prospective investors should consult their own tax advisors with regard to the consequences of these new tax accounting rules on them in their particular circumstances.

Market Discount

A holder of a note who purchases an interest in a note at a discount that exceeds any original issue discount not previously includible in income may be subject to the “market discount” rules of Sections 1276 through 1278 of the Internal Revenue Code. These rules provide, in part, that gain on the sale or other disposition of a note and partial principal payments on a note are treated as ordinary income to the extent of accrued market discount. The market discount rules also provide for deferral of interest deductions for debt incurred to purchase or carry a note that has market discount.

Market Premium

A holder of a note who purchases an interest in a note at a premium may elect to amortize the premium against interest income over the remaining term of the note in accordance with the provisions of

200

Section 171 of the Internal Revenue Code. Because premium amortization under Section 171 is treated for tax purposes as an offset to interest income (rather than as a separate item of deduction), it is unclear if or how holders who are subject to the provisions of the 2017 Tax Act causing an acceleration of the recognition of interest income, and who elect to amortize bond premium with respect to a note, would realize a tax benefit from either the amortization election or the premium paid. See “—Interest and Original Issue Discount” above and “—Disposition of the Notes” below.

Disposition of the Notes

Subject to exceptions such as in the case of “wash sales,” upon the sale, exchange or retirement of a note, the holder of the note will recognize taxable gain or loss in an amount equal to the difference between the amount realized on the disposition (other than amounts attributable to accrued interest) and the holder’s adjusted tax basis in the note. The holder’s adjusted tax basis in the note generally will equal the cost of the note to such holder, increased by any market or original issue discount previously included in income by such holder for the note, and decreased by the amount of any bond premium previously amortized and any payments of principal or original issue discount previously received by such holder for such note. A holder subject to the acceleration provisions of the 2017 Tax Act with respect to the note may be entitled to a corresponding further adjustment to its tax basis in its note, although the 2017 Tax Act makes no provision for any such adjustment. It is also unclear whether or how a holder who is subject to the 2017 Tax Act provisions, and who elects to amortize bond premium in respect of its note, may realize a basis adjustment and tax benefit for the premium paid on purchasing its interest in a note upon its disposition. See “—Interest and Original Issue Discount” and “—Market Premium” above. Except to the extent of any accrued market discount not previously included in income, any such gain treated as capital gain will be long-term capital gain if the note has been held for more than one year, and any such loss will be a capital loss, subject to limitations on deductibility.

[Because the notes bear a floating rate of interest, the benchmark transition provisions [likely will] apply with respect to those notes. In that event, it is possible that holders of notes could recognize gain or loss with respect to their interest in notes as a result of the implementation of the benchmark transition provisions, along with experiencing certain additional, related tax consequences. The issuing entity does not necessarily anticipate material or adverse tax consequences to holders of notes in light of existing and proposed Treasury regulations relating to the modification of debt instruments, but the application of those regulations (as well as additional, anticipated future regulations) to every possible future implementation of the benchmark transition provisions is uncertain, so that the issuing entity cannot offer any complete assurance to holders of notes that no such consequence will occur. Consequently, prospective investors in the notes should consult their own tax advisors with respect to the potential tax impact of the benchmark transition provisions on them in their particular circumstances.]

Medicare Tax on Investment Income

The Internal Revenue Code also imposes a Medicare-related surtax of 3.8% on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes interest on debt obligations like the notes and net gain attributable to the disposition of debt instruments like the notes to the extent that such gain would be otherwise included in taxable income.

Foreign Holders

Under United States federal income tax law now in effect, subject to exceptions applicable to certain types of interest, payments of interest by the issuing entity to a holder of a note who, as to the United States, is a nonresident alien individual or a foreign corporation (a foreign person) will be considered “portfolio interest” and will not be subject to United States federal income tax and withholding tax provided

201

the interest is not effectively connected with the conduct of a trade or business within the United States by the foreign person and the foreign person (i) is not for United States federal income tax purposes (a) actually or constructively a “10 percent shareholder” of the transferor or the issuing entity, (b) a “controlled foreign corporation” with respect to which the transferor or the issuing entity is a “related person” within the meaning of the Internal Revenue Code, or (c) a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business, and (ii) provides the person who is otherwise required to withhold United States tax with respect to the notes with an appropriate statement (on IRS Form W-8BEN or W-8BEN-E, as applicable, or a substitute form), signed under penalties of perjury, certifying that the beneficial owner of the note is a foreign person and providing the foreign person’s name, address and certain additional information. If a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, or substitute form provided by the foreign person that owns the note. Special rules apply to partnerships, estates and trusts, and in certain circumstances certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. If such interest is not portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable tax treaty or such interest is effectively connected with the conduct of a trade or business within the United States and, in either case, the appropriate statement has been provided.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a foreign person will be exempt from United States federal income tax and withholding tax, provided that (i) such gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person, and (ii) in the case of an individual foreign person, such individual is not present in the United States for 183 days or more in the taxable year.

Foreign persons holding interests in notes should consult their tax advisors regarding the procedures whereby they may establish an exemption from withholding.

Backup Withholding and Information Reporting

Payments of principal and interest, as well as payments of proceeds from the sale, retirement or disposition of a note, may be subject to “backup withholding” tax under Section 3406 of the Internal Revenue Code if a recipient of such payments fails to furnish to the payor certain identifying information. Any amounts deducted and withheld would be allowed as a credit against such recipient’s United States federal income tax, provided appropriate proof is provided under rules established by the Internal Revenue Service. Furthermore, certain penalties may be imposed by the Internal Revenue Service on a recipient of payments that is required to supply information but that does not do so in the proper manner. Backup withholding will not apply with respect to payments made to certain exempt recipients. Information may also be required to be provided to the Internal Revenue Service concerning payments, unless an exemption applies. Holders of the notes should consult their tax advisors regarding the rates for backup withholding, their qualification for exemption from backup withholding and information reporting and the procedure for obtaining such an exemption.

Withholding Related to Foreign Accounts of United States Persons

In addition, withholding taxes may be imposed under the Foreign Account Tax Compliance Act (“FATCA”) on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities. Failure to comply with additional certification, information reporting and other specified requirements imposed pursuant to FATCA could result in the imposition of a 30% withholding tax on payments of interest (including original issue discount) to holders of notes who are U.S. persons who own

202

their notes through foreign accounts or foreign intermediaries and to certain holders of notes who are non-U.S. persons. FATCA may result in changes to some of the general rules discussed above relating to certification requirements, information reporting and withholding. The foregoing rules generally apply to payments of interest (including original issue discount) on the notes. Prospective investors should consult their own tax advisors regarding FATCA and any effect on them.

The United States federal income tax discussion set forth above may not be applicable depending upon a holder’s particular tax situation, and does not purport to address the issues described with the degree of specificity that would be provided by a taxpayer’s own tax advisor. Accordingly, it is suggested that prospective investors should consult their own tax advisors regarding the tax consequences to them of the purchase, ownership and disposition of the notes and the possible effects of changes in federal tax laws.

State and Local Tax Consequences

The discussion above does not address the taxation of the issuing entity or the tax consequences of the purchase, ownership or disposition of an interest in the notes under any state or local tax law. It is suggested that each investor should consult its own tax advisor regarding state and local tax consequences.

Benefit Plan Investors

Benefit plans are required to comply with restrictions under the Employee Retirement Income Security Act of 1974, known as ERISA (“ERISA”), and/or Section 4975 of the Internal Revenue Code, if they are subject to either or both sets of restrictions. The ERISA restrictions include rules concerning prudence and diversification of the investment of assets of a benefit plan—referred to as “plan assets.” A benefit plan fiduciary should consider whether an investment by the benefit plan in notes complies with these requirements.

In general, a benefit plan for these purposes includes:

● a plan or arrangement which provides deferred compensation or certain health or other welfare benefits to employees;

● an employee benefit plan that is tax-qualified under the Internal Revenue Code and provides deferred compensation to employees—such as a pension, profit-sharing, Section 401(k) or Keogh plan; and

● a collective investment fund or other entity if (a) the fund or entity has one or more benefit plan investors and (b) certain “look-through” rules apply and treat the assets of the fund or entity as constituting plan assets of the benefit plan investor.

However, a plan maintained by a governmental employer is not a benefit plan for these purposes. Most plans maintained by religious organizations and plans maintained by foreign employers for the benefit of employees employed outside the United States are also not benefit plans for these purposes. A fund or other entity—including an insurance company general account—considering an investment in notes should consult its tax advisors concerning whether its assets might be considered plan assets of benefit plan investors under these rules.

203

Prohibited Transactions

ERISA and Section 4975 of the Internal Revenue Code also prohibit transactions of a specified type between a benefit plan and a party in interest who is related in a specified manner to the benefit plan. Individual retirement accounts and tax-qualified plans that provide deferred compensation to employees are also subject to these prohibited transaction rules unless they are maintained by a governmental employer or (in most cases) a religious organization. Violation of these prohibited transaction rules may result in significant penalties. There are statutory exemptions from the prohibited transaction rules, and the U.S. Department of Labor has granted administrative exemptions for specified transactions.

Potential Prohibited Transactions from Investment in Notes

There are two categories of prohibited transactions that might arise from a benefit plan’s investment in notes. Fiduciaries of benefit plans contemplating an investment in notes should carefully consider whether the investment would violate these rules.

Prohibited Transactions between the Benefit Plan and a Party in Interest

The first category of prohibited transaction could arise on the grounds that the benefit plan, by purchasing notes, was engaged in a prohibited transaction with a party in interest. A prohibited transaction could arise, for example, if WFBNA is a party in interest with respect to the benefit plan as WFBNA indirectly owns 50% or more of beneficial interest in the issuing entity. A prohibited transaction could also arise if WFBNA, the transferor, the indenture trustee, the servicer or another party with an economic relationship to the issuing entity either:

● is involved in the investment decision for the benefit plan to purchase notes or

● is otherwise a party in interest as to the benefit plan.

If a prohibited transaction might result from the benefit plan’s purchase of notes, a statutory or an administrative exemption from the prohibited transaction rules might be available to permit an investment in notes. The statutory exemption that is potentially available is set forth in Section 408(b)(17) of ERISA and is available to a “service provider” to a benefit plan that is not a fiduciary with respect to the benefit plan’s assets being used to purchase the notes or an affiliate of such a fiduciary. The administrative exemptions that are potentially available include the following prohibited transaction class exemptions:

● 96-23, available to certain “in-house asset managers”;

● 95-60, available to insurance company general accounts;

● 91-38, available to bank collective investment funds;

● 90-1, available to insurance company pooled separate accounts; and

● 84-14, available to “qualified professional asset managers.”

However, even if the benefit plan is eligible for one of these exemptions, the exemption may not cover every aspect of the investment by the benefit plan that might be a prohibited transaction.

204

Prohibited Transactions between the Issuing Entity and a Party in Interest

The second category of prohibited transactions could arise if:

● a benefit plan acquires notes, and

● under the “look-through” rules of Section 3(42) of ERISA and the U.S. Department of Labor plan asset regulation, collectively referred to herein as the “plan asset regulation,” assets of the issuing entity are treated as if they were plan assets of the benefit plan.

In this case, every transaction by the issuing entity would be treated as a transaction by the benefit plan using its plan assets.

If assets of the issuing entity are treated as plan assets of a benefit plan investor, a prohibited transaction could result if the issuing entity itself engages in a transaction with a party in interest as to the benefit plan. For example, if the issuing entity’s assets are treated as assets of the benefit plan and the issuing entity holds a credit card receivable that is an obligation of a participant in that same benefit plan, then there would be a prohibited extension of credit between the benefit plan and a party in interest, the plan participant.

As a result, if assets of the issuing entity are treated as plan assets, there would be a significant risk of a prohibited transaction. Moreover, the prohibited transaction exemptions referred to above could not be relied on to exempt all the transactions of the issuing entity from the prohibited transaction rules. In addition, because all the assets of the issuing entity would be treated as plan assets, managers of those assets might be required to comply with the fiduciary responsibility rules of ERISA.

Under an exemption in the plan asset regulation, assets of the issuing entity would not be considered plan assets, and so this risk of prohibited transactions should not arise, if a benefit plan purchases a note that:

● is treated as indebtedness under local law, and

● has no “substantial equity features.”

The issuing entity expects that all notes offered by this prospectus will be indebtedness under local law. Likewise, although there is no authority directly on point, the issuing entity believes that the notes should not be considered to have substantial equity features. As a result, the plan asset regulation should not apply to cause assets of the issuing entity to be treated as plan assets.

Investment by Benefit Plan Investors

For the reasons described in the preceding sections, and subject to the limitations referred to therein, benefit plans can purchase notes. However, the benefit plan fiduciary must ultimately determine whether the requirements of the plan asset regulation are satisfied. More generally, the fiduciary must determine whether the benefit plan’s investment in notes will result in one or more nonexempt prohibited transactions or otherwise violate the provisions of ERISA or the Internal Revenue Code. By purchasing notes, each investor purchasing on behalf of employee benefit plans or individual retirement accounts will be deemed to certify that the purchase and subsequent holding of the notes by the investor would not cause a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Internal Revenue Code.

205

Tax Consequences to Benefit Plans

In general, assuming the notes are debt for federal income tax purposes, interest income on notes would not be taxable to benefit plans that are tax-exempt under the Internal Revenue Code, unless the notes were “debt-financed property” because of borrowings by the benefit plan itself. However, if, contrary to the opinion of Special Tax Counsel, for federal income tax purposes, the notes are equity interests in a partnership and the partnership is viewed as having other outstanding debt, then all or part of the interest income on the notes would be taxable to the benefit plan as “debt-financed income.” Benefit plans should consult their tax advisors concerning the tax consequences of purchasing notes.

Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds)

[Subject to the terms and conditions of the underwriting agreement for the Class [•](20[•]-[•]) notes, the issuing entity has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of the Class [•](20[•]-[•]) notes set forth opposite its name:

Underwriters	Principal Amount
Wells Fargo Securities, LLC	$	[•]
[•]	$	[•]
[•]	$	[•]
[•]	$	[•]
[•]	$	[•]
Total	$	[•]

The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $[•] of the aggregate principal amount of the Class [•](20[•]-[•]) notes if any of the Class [•](20[•]-[•]) notes are purchased.

The underwriters have advised the issuing entity that the several underwriters propose to offer the Class [•](20[•]-[•]) notes to the public [at the public offering price determined by the several underwriters and set forth on the cover page of this prospectus and to offer the Class [•](20[•]-[•]) notes to certain dealers at that public offering price less a concession not in excess of [•]% of the principal amount of the Class [•](20[•]-[•]) notes. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of [•]% of the principal amount][in negotiated transactions or otherwise at varying prices to be determined at the applicable time of sale. The underwriters and any dealers that participate with the underwriters in the distribution of the Class [•](20[•]-[•]) notes will be underwriters, and the difference between the purchase price for the Class [•](20[•]-[•]) notes paid to the issuing entity and the proceeds from the sales of the Class [•](20[•]-[•]) notes realized by the underwriters and any dealers that participate with the underwriters in the distribution of the Class [•](20[•]-[•]) notes will constitute underwriting discounts and commissions].

After the initial public offering, the public offering price and other selling terms may be changed by the underwriters.

206

Each underwriter of the Class [•](20[•]-[•]) notes has agreed that:

● it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Class [•](20[•]-[•]) notes in, from or otherwise involving the United Kingdom; and

● it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Class [•](20[•]-[•]) notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity.

In the United Kingdom, this document is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This document is only available to Relevant Persons, and any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Further, each underwriter of the Class [•](20[•]-[•]) notes has represented and agreed, severally and not jointly, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the Class [•](20[•]-[•]) notes to any EU retail investor in the European Economic Area or to any UK retail investor in the United Kingdom. For the purposes of this provision:

● the expression “EU retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended);

● the expression “UK retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 (as amended), as it forms part of UK domestic law by virtue of the EUWA, as amended, (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA (as such rules and regulations may be amended) to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 (as amended), as it forms part of UK domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended), as it forms part of UK domestic law by virtue of the EUWA;

● the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Class [•](20[•]-[•]) notes to be offered so as to enable an investor to decide to purchase or subscribe the Class [•](20[•]-[•]) notes; and

● the states comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

In connection with the sale of the Class [•](20[•]-[•]) notes, the underwriters may engage in:

● over-allotments, in which members of the syndicate selling the Class [•](20[•]-[•]) notes sell more notes than the issuing entity actually sold to the syndicate, creating a syndicate short position;

● stabilizing transactions, in which purchases and sales of the Class [•](20[•]-[•]) notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum;

● syndicate covering transactions, in which members of the selling syndicate purchase the Class [•](20[•]-[•]) notes in the open market after the distribution has been completed in order to cover syndicate short positions; and

● penalty bids, by which an underwriter reclaims a selling concession from a syndicate member when any of the Class [•](20[•]-[•]) notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

207

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Class [•](20[•]-[•]) notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.

The issuing entity, Funding and WFBNA will, jointly and severally, indemnify the underwriters and their controlling persons against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities.

Wells Fargo Securities, LLC, one of the underwriters of the Class [•](20[•]-[•]) notes, is an affiliate of each of WFBNA, Funding and the issuing entity [and the derivative counterparty], and is under common control with each of WFBNA, Funding and the issuing entity. Furthermore, as a result of this relationship, more than 5% of the net offering proceeds will be received by affiliates under common control with Wells Fargo Securities, LLC. Accordingly, Wells Fargo Securities, LLC will be subject to the applicable requirements relating to conflicts of interest set forth in Rule 5121 of the Financial Industry Regulatory Authority and may not make sales in the offering of the Class [•](20[•]-[•]) notes to any of its discretionary accounts without the specific written approval of the account holder. In addition, affiliates of WFBNA, Funding, the issuing entity and Wells Fargo Securities, LLC [and the derivative counterparty] may purchase all or a portion of the Class [•](20[•]-[•]) notes. Any Class [•](20[•]-[•]) notes purchased by such an affiliate may in certain circumstances be resold to an unaffiliated party at prices related to prevailing market prices at the time of such resale. In connection with such resale, such affiliate may be deemed to be participating in a distribution of the Class [•](20[•]-[•]) notes, or an agent participating in the distribution of the Class [•](20[•]-[•]) notes, and such affiliate may be deemed to be an “underwriter” of the Class [•](20[•]-[•]) notes under the Securities Act of 1933. In such circumstances any profit realized by such affiliate on such resale may be deemed to be underwriting discounts and commissions.

Proceeds to the issuing entity from the sale of the Class [•](20[•]-[•]) notes and the underwriting discount are set forth on the cover page of this prospectus. Proceeds to the issuing entity from the sale of the Class [•](20[•]-[•]) notes will be paid to Funding. See “Use of Proceeds” in this prospectus. Additional offering expenses, which will be paid by Funding, are estimated to be $[•].]

[Subject to the terms and conditions of the [placement agency][purchase] agreement, the issuing entity has agreed to offer and sell the Class [•](20[•]-[•]) notes [through agents][directly to one or more purchasers].

Any agent that offers the Class [•](20[•]-[•]) notes may be an affiliate of the issuing entity, and offers and sales of Class [•](20[•]-[•]) notes may include secondary market transactions by affiliates of the issuing entity. These affiliates may act as principal or agent in secondary market transactions. Secondary market transactions will be made at prices related to prevailing market prices at the time of sale.

Dealer trading may take place in some of the Class [•](20[•]-[•]) notes, including notes not listed on any securities exchange. Direct sales may be made on a national securities exchange or otherwise. If the issuing entity, directly or through agents, solicits offers to purchase Class [•](20[•]-[•]) notes, the issuing entity reserves the sole right to accept and, together with its agents, to reject in whole or in part any proposed purchase of Class [•](20[•]-[•]) notes.

The issuing entity may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. The issuing entity may authorize agents to solicit offers by certain institutions to purchase securities from the issuing entity pursuant to delayed delivery contracts providing for payment and delivery at a future date.

208

Any agent participating in the distribution of securities, including Class [•](20[•]-[•]) notes offered by this prospectus, will be deemed to be, an “underwriter” of those securities under the Securities Act of 1933 and any discounts or commissions received by it and any profit realized by it on the sale or resale of the securities may be deemed to be underwriting discounts and commissions.

WFBNA, Funding or the issuing entity have agreed to indemnify agents and their controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933 in connection with their participation in the distribution of the Class [•](20[•]-[•]) notes.

Agents participating in the distribution of the Class [•](20[•]-[•]) notes, and their controlling persons, may engage in transactions with and perform services for WFBNA, Funding, the issuing entity or their respective affiliates in the ordinary course of business.]

Legal Matters

Certain legal matters relating to the issuance of the notes will be passed upon for WFBNA by Chapman and Cutler LLP. Certain legal matters relating to the federal tax consequences of the issuance of the notes will be passed upon for the issuing entity by Chapman and Cutler LLP. Certain legal matters relating to the issuance of the notes will be passed upon for the underwriters by Morgan, Lewis & Bockius LLP.

Where You Can Find More Information

We filed a registration statement relating to the notes with the SEC. This prospectus is part of the registration statement, but the registration statement includes additional information.

The servicer or Funding will file with the SEC all required annual reports on Form 10-K, periodic reports on Form 10-D and current reports on Form 8-K.

Our SEC filings are available to the public on the SEC Internet Web site (http://www.sec.gov). Our SEC filings may be located by using the SEC Central Index Key (“CIK”) for the issuing entity, 0001833494. At the time we prepared the electronic version of this prospectus, the uniform resource locator, or URL, in this paragraph was included as, and was intended to remain, an inactive textual reference only. Despite our actions and intentions, many standard software programs may automatically convert an inactive URL into an active hyperlink when this document is subsequently accessed.

Reports that are filed with the SEC by the servicer pursuant to the Securities Exchange Act of 1934 will be made available to investors as soon as reasonably practicable after those reports are filed with the SEC. These reports may be accessed by any investor, free of charge, through an Internet Web site at http://[•]. In the event this Internet Web site is temporarily unavailable, WFBNA will provide to investors electronic or paper copies of such reports free of charge upon request. For purposes of any electronic version of this prospectus, the URL in this paragraph is an inactive textual reference only. At the time we prepared the electronic version of this prospectus, the URL in this paragraph was included as, and was intended to remain, an inactive textual reference only. Despite our actions and intentions, many standard software programs may automatically convert an inactive URL into an active hyperlink when this document is subsequently accessed.

We “incorporate by reference” information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later

209

information over different information included in this prospectus. We incorporate by reference any distribution reports on Form 10-D and current reports on Form 8-K subsequently filed by or on behalf of the issuing entity pursuant to Sections 13(a), 13(c), or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the offering of the Class [•](20[•]-[•]) notes, but not any information that we may furnish but that is not deemed filed.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at: Investor Relations; Wells Fargo & Company; 420 Montgomery St, MAC A0101-101, San Francisco, CA. 94104; email: investorrelations@wellsfargo.com; phone: 1-415-371-2921.

210

Glossary of Defined Terms

“Addition Date” means the date of any assignment of receivables in additional accounts to the Trust Portfolio.

“Adjusted Outstanding Dollar Principal Amount” means at any time with respect to any series, class or tranche of notes, the outstanding dollar principal amount of all outstanding notes of such series, class or tranche at such time, less any funds on deposit in the principal funding account or the related sub account, as applicable, for such series, class or tranche at such time.

“Available Funds” means the aggregate of all the amounts allocated to each series of notes identified as Available Funds for such series. See the definition of WFCardSeries Available Funds for a description of the Available Funds with respect to the WFCardSeries.

“Available Funds Allocation Amount” means, on any date during any month for any tranche, class or series of notes (exclusive of (a) any notes within such tranche, class or series which will be paid in full during such month and (b) any notes which will have a nominal liquidation amount of zero during such month), an amount equal to the sum of (i) the nominal liquidation amount for such tranche, class or series, as applicable, as of the last day of the preceding month, plus (ii) the aggregate amount of any increases in the nominal liquidation amount of such tranche, class or series, as applicable, as a result of (y) the issuance of a new tranche of notes or the issuance of additional notes in an outstanding tranche of notes or (z) the release of prefunded amounts (other than prefunded amounts deposited during such month) for such tranche, class or series, as applicable, from a principal funding subaccount, in each case during such month.

“Available Principal Amounts” means, the aggregate of all the amounts allocated to each series of notes identified as Available Funds for such series. See definition of WFCardSeries Available Principal Amounts.

“Base Rate” with respect to any series for a month means the rate equal to:

— the weighted average interest rates for the outstanding notes of that series (based on the outstanding dollar principal amount of the related notes), plus

— 1.25%, or if WFBNA is not the servicer, 2.00%, plus

— only if WFBNA is the servicer, the rate (not to exceed 0.75%) at which finance charge receivables allocable to interchange are collected for that month.

“Benchmark” means, initially, [•]-month LIBOR; provided that if a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to [•]-month LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date, then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

211

(3) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(4) the sum of: (a) the alternate rate of interest that has been selected by the Calculation Agent in its reasonable discretion as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment.

If a Benchmark Replacement is selected pursuant to clause (2) above, then on the first day of each calendar [quarter] following such selection, if a redetermination of the Benchmark Replacement on such date would result in the selection of a Benchmark Replacement under clause (1) above, then (x) the Calculation Agent will redetermine the Benchmark Replacement Adjustment on such date using the Unadjusted Benchmark Replacement corresponding to the Benchmark Replacement under clause (1) above and (y) such redetermined Benchmark Replacement will be the Benchmark on each Determination Date on or after such date. If redetermination of the Benchmark Replacement on such date as described in the preceding sentence would not result in the selection of a Benchmark Replacement under clause (1), then the Benchmark will remain the Benchmark Replacement as previously determined pursuant to clause (2) above.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operations changes, including changes to (1) any interest rate determination date, interest payment date, interest reset date, business day convention, day count fraction or interest accrual period, (2) the manner, timing and frequency of determining the rate of interest and amounts of interest that are payable on the notes and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Class [•](20[•]-[•]) notes that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

212

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

provided, however, that on or after the 60^th day preceding the date on which such Benchmark Replacement Date would otherwise occur (if applicable), the Calculation Agent may give written notice to security holders in which the Calculation Agent designates an earlier date (but not earlier than the 30^th day following such notice) and represents that such earlier date will facilitate an orderly transition of the transaction to the Benchmark Replacement, in which case such earlier date will be the Benchmark Replacement Date.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Business Day” means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York, Wilmington, Delaware, Minneapolis, Minnesota, or Charlotte, North Carolina are authorized or obligated by law, executive order or governmental decree to be closed.

“Class A Unused Subordinated Amount of Class B notes” means for any tranche of outstanding Class A notes, with respect to any Transfer Date, an amount equal to the Class A required subordinated amount of Class B notes minus the Class A Usage of Class B Required Subordinated Amount, each as of such Transfer Date.

“Class A Unused Subordinated Amount of Class C notes” means for any tranche of outstanding Class A notes, with respect to any Transfer Date, an amount equal to the Class A required subordinated amount of Class C notes minus the Class A Usage of Class C Required Subordinated Amount, each as of such Transfer Date.

213

“Class A Unused Subordinated Amount of Class D Notes” means, for any Tranche of Outstanding Class A Notes, with respect to any Transfer Date, an amount equal to the Class A Required Subordinated Amount of Class D Notes minus the Class A Usage of the Class D Required Subordinated Amount, each as of such Transfer Date.

“Class A Usage of Class B Required Subordinated Amount” means, for any tranche of outstanding Class A notes, zero on the date of issuance of such tranche, and on any Transfer Date thereafter, the sum of the Class A Usage of Class B Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts:

(1) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of charge offs for uncovered Investor Default Amounts initially allocated to Class B notes which did not result in a Class A Usage of Class C Required Subordinated Amount or a Class A Usage of Class D Required Subordinated Amount for such tranche of Class A notes on such Transfer Date; plus

(2) the amount of charge offs for uncovered Investor Default Amounts initially allocated to that tranche of Class A notes and then reallocated on such Transfer Date to Class B notes; plus

(3) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the interest funding subaccount for that tranche of Class A notes which did not result in a Class A Usage of Class C Required Subordinated Amount or a Class A Usage of Class D Required Subordinated Amount for such tranche of Class A notes on such Transfer Date; plus

(4) an amount equal to the aggregate amount of WFCardSeries Available Principal Amounts reallocated to pay any amount to the servicer for such tranche of Class A notes which did not result in a Class A Usage of Class C Required Subordinated Amount or a Class A Usage of Class D Required Subordinated Amount for such tranche of Class A notes on such Transfer Date; minus

(5) an amount (which will not exceed the sum of items (1) through (4) above) equal to the sum of:

● the product of:

— a fraction, the numerator of which is the Class A Usage of Class B Required Subordinated Amount (prior to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class B notes on such Transfer Date) for such tranche of Class A notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits for all tranches of Class B notes (prior to giving effect to such reimbursement), times

214

— the aggregate amount of the Nominal Liquidation Amount Deficits of all Class B notes which are reimbursed on such Transfer Date, plus

● if the aggregate Class A Usage of Class B Required Subordinated Amount (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits for any tranche of Class B notes on such Transfer Date) for all Class A notes exceeds the aggregate Nominal Liquidation Amount Deficits of all tranches of Class B notes (prior to giving effect to any reimbursement on such Transfer Date), the product of:

— a fraction, the numerator of which is the amount of such excess and the denominator of which is the sum of (i) the aggregate Nominal Liquidation Amount Deficits for all tranches of Class C notes and (ii) the aggregate Nominal Liquidation Amount Deficits for all tranches of Class D notes (prior to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class C notes or Nominal Liquidation Amount Deficit for any tranche of Class D notes on such Transfer Date), times

— the sum of (i) the aggregate amount of the Nominal Liquidation Amount Deficits of any tranche of Class C notes and (ii) the aggregate amount of the Nominal Liquidation Amount Deficits of any tranche of Class D notes which are reimbursed on such Transfer Date, times

— a fraction, the numerator of which is the Class A Usage of Class B Required Subordinated Amount of such tranche of Class A notes and the denominator of which is the Class A Usage of Class B Required Subordinated Amount for all Class A notes in the WFCardSeries.

“Class A Usage of Class C Required Subordinated Amount” means, for any tranche of outstanding Class A notes, zero on the date of issuance of such tranche of Class A notes, and on any Transfer Date thereafter, the sum of the Class A Usage of Class C Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts:

(1) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class C notes (as of the last day of the preceding month), times

● the amount of charge-offs for uncovered Investor Default Amounts initially allocated on such Transfer Date to Class C notes which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

215

(2) the amount of charge offs for uncovered Investor Default Amounts initially allocated to that tranche of Class A notes and then reallocated on such Transfer Date to Class C notes; plus

(3) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of charge-offs for uncovered Investor Default Amounts initially allocated on such Transfer Date to Class B notes and then reallocated on such Transfer Date to Class C Notes; plus

(4) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the interest funding subaccount for that tranche of Class A notes which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(5) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for such tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the interest funding subaccount for any tranche of Class B notes which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(6) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for such tranche of Class A notes which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(7) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for any tranche of Class B notes which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; minus

216

(8) an amount (which will not exceed the sum of items (1) through (7) above) equal to the sum of the product of:

● a fraction, the numerator of which is the Class A Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class C notes on such Transfer Date) for that tranche of Class A notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class C notes, times

● the aggregate Nominal Liquidation Amount Deficits of all Class C notes which are reimbursed on such Transfer Date.

plus:

● if the aggregate Class A Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of Class C Nominal Liquidation Amount Deficits on such Transfer Date) for all Class A Notes exceeds the aggregate Class Nominal Liquidation Amount Deficits of all Class C Notes (prior to giving effect to any reimbursement on such Transfer Date), the product of a fraction, the numerator of which is the amount of such excess and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to any reimbursement of a Class D Nominal Liquidation Amount Deficit on such Transfer Date) of all Class D Notes; times

● the aggregate amount of the Nominal Liquidation Amount Deficits of any Tranche of Class D Notes (prior to giving effect to such reimbursement) which are reimbursed on such Transfer Date; times

● a fraction, the numerator of which is the Class A Usage of Class C Required Subordinated Amount of such Tranche of Class A Notes (prior to giving effect to such reimbursement) and the denominator of which is the Class A Usage of Class C Required Subordinated Amount for all Class A Notes (prior to giving effect to such reimbursement).

“Class A Usage of Class D Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class D Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class A Usage of Class D Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class A Unused Subordinated Amount of Class D Notes for such Tranche of Class A Notes after giving effect to the previous clauses, if any):

(1) an amount equal to the product of:

● a fraction, the numerator of which is the is the Class A Unused Subordinated Amount of Class D Notes for such Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class D Notes (as of the last day of the preceding Monthly Period); times

217

● the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to all Class D Notes; plus

(2) the amount of charge offs for uncovered Investor Default Amounts initially allocated to that tranche of Class A notes and then reallocated on such Transfer Date to Class D notes; plus

(3) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of charge-offs for uncovered Investor Default Amounts initially allocated on such Transfer Date to Class B notes and then reallocated on such Transfer Date to Class C Notes; plus

(4) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C notes for such tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class C notes (as of the last day of the preceding month), times

● the aggregate amount of charge-offs initially allocated to Class C Notes and then reallocated on such Transfer Date to Class D Notes; plus

(5) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the account for that tranche of Class A Notes; plus

(6) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the account for any tranche of Class C Notes; plus

(7) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount of the servicer for such Tranche of Class A Notes; plus

(8) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

218

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for any Tranche of Class B Notes; plus

(9) an amount equal to the product of:

● a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C notes for that tranche of Class A notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class C notes (as of the last day of the preceding month), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for any Tranche of Class C Notes; minus

(10) an amount (not to exceed the Class A Usage of Class D Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (1) through (8) above) equal to the product of:

● a fraction, the numerator of which is the Class A Usage of Class D Required Subordinated Amount (prior to giving effect to any reimbursement of Class D Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class A Notes and the denominator of which is the aggregate nominal liquidation amount of all Class D notes (prior to giving effect to such reimbursement) of all Class D Notes, times

● the aggregate Nominal Liquidation Amount Deficits of All Class D Notes which are reimbursed on such Transfer Date.

“Class B Unused Subordinated Amount of Class C notes” means for any tranche of outstanding Class B notes, for any Transfer Date, an amount equal to the Class B required subordinated amount of Class C notes minus the Class B Usage of Class C Required Subordinated Amount, each as of such Transfer Date.

“Class B Unused Subordinated Amount of Class D Notes” means for any Tranche of Outstanding Class B Notes, with respect to any Transfer Date, an amount equal to the Class B Required Subordinated Amount of Class D Notes minus the Class B Usage of Class D Required Subordinated Amount, each as of such Transfer Date.

“Class B Usage of Class C Required Subordinated Amount” means, for any tranche of outstanding Class B notes, zero on the date of issuance of such tranche, and on any Transfer Date thereafter, the sum of the Class B Usage of Class C Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts:

(1) an amount equal to the product of:

● a fraction, the numerator of which is the Class B Unused Subordinated Amount of Class C notes for that tranche of Class B notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class C notes (as of the last day of the preceding month) which did not result

219

in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date, times

● the amount of charge-offs for uncovered Investor Default Amounts initially allocated on such Transfer Date to Class C notes; plus

(2) an amount equal to the product of:

● a fraction, the numerator of which is the nominal liquidation amount for that tranche of Class B notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the sum of (i) the amount of charge-offs for uncovered Investor Default Amounts initially allocated to any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes that was included in Class A Usage of Class C Required Subordinated Amount and (ii) the amount of charge-offs for uncovered Investor Default Amounts initially allocated to any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes that was included in Class A Usage of Class B Required Subordinated Amount; plus

(3) the amount of charge-offs for uncovered Investor Default Amounts initially allocated to that tranche of Class B notes, and then reallocated on such date to the Class C notes; plus

(4) an amount equal to the product of:

● a fraction, the numerator of which is the nominal liquidation amount for that tranche of Class B notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the interest funding subaccount for any tranche of Class A notes that has a Class A Unused Subordinated Amount of Class B notes which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(5) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the interest funding subaccount for that tranche of Class B notes which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(6) an amount equal to the product of:

● a fraction, the numerator of which is the nominal liquidation amount for that tranche of Class B notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class B notes (as of the last day of the preceding month), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for any tranche of Class A notes

220

that has a Class A Unused Subordinated Amount of Class B notes which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(7) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the servicer for such tranche of Class B notes which did not result in a Class B Usage of Class D Required Subordination Amount on such Transfer Date; minus

(8) an amount (which will not exceed the sum of items (1) through (7) above) equal to the product of:

● a fraction, the numerator of which is the Class B Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of a Nominal Liquidation Amount Deficit for any tranche of Class C notes on such Transfer Date) for that tranche of Class B notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class C notes, times

● the aggregate Nominal Liquidation Amount Deficits of all Class C notes which are reimbursed on such Transfer Date,

plus, if the aggregate Class B Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of Class C Nominal Liquidation Amount Deficits on such Transfer Date) for all Class B Notes exceeds the aggregate Class C Nominal Liquidation Amount Deficits of all Class C Notes (prior to giving effect to any reimbursement on such Transfer Date), the product of a fraction, the numerator of which is the amount of such excess and the denominator if which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to any reimbursement of a Class D Nominal Liquidation Amount Deficit on such Transfer Date) of all Class D Notes, times the aggregate amount of the Nominal Liquidation Amount Deficits of any Tranche of Class D Notes (prior to giving effect to such reimbursement) which are reimbursed on such Transfer Date times a fraction, the numerator of which is the Class B Usage of Class C Required Subordinated Amount of such Tranche of Class B Notes (prior to giving effect to such reimbursement) and the denominator of which is the Class B Usage of Class C Required Subordinated Amount for all Class B Notes (prior to giving effect to such reimbursement).

“Class B Usage of Class D Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class B Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class B Usage of Class D Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class B Unused Subordinated Amount of Class D Notes for such Tranche of Class B Notes after giving effect to the previous clauses, if any):

(1) an amount to the product of:

● a fraction, the numerator of which is the Class B Unused Subordinated Amount of Class D notes for that tranche of Class B notes (as of the last day of the preceding month) and the denominator of which is the aggregate nominal liquidation amount of all Class D notes (as of the last day of the preceding month) which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date, times

221

● the amount of charge-offs for uncovered Investor Default Amounts initially allocated on such Transfer Date to Class C notes; plus

(2) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period); times

● the sum of the aggregate amount of charge-offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class D Required Subordinated Amount plus the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class C Required Subordinated Amount plus the aggregate amount of charge-offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class B Required Subordinated Amount; plus

(3) an amount of charge-offs initially allocated on such date to that Tranche of Class B Notes and then reallocated on such date to Class D Notes; plus

(4) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period); times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class C Notes; plus

(5) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes; plus

(6) an amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding account for that Tranche of Class B Notes; plus

222

(7) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class C Notes; plus

(8) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the servicer for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes; plus

(9) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the servicer for that Tranche of Class B Notes; plus

(10) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the servicer for any Tranche of Class C Notes; minus

(11) an amount (not to exceed the Class B Usage of Class D Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (1) through (10) above) equal to the product of

● a fraction, the numerator of which is the Class B Usage of Class D Required Subordinated Amount (prior to giving effect to any reimbursement of Class D Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class B Notes and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes; times

● the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such date.

“Class C Required Subordinated Amount” means, with respect to any Tranche of Class C Notes, the aggregate Nominal Liquidation Amount of Class D Notes as specified in the applicable Terms

223

Document for such Tranche of Class C Notes, that is required to be outstanding and available on any date such Tranche of Class C Notes is Outstanding.

“Class C Unused Subordinated Amount of Class D Notes” means for any Tranche of Outstanding Class C Notes, with respect to any Transfer Date, an amount equal to the Class C Required Subordinated Amount of Class D Notes minus the Class C Usage of Class D Required Subordinated Amount, each as of such Transfer Date.

“Class C Usage of Class D Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class C Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class C Usage of Class D Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to the previous clauses, if any):

(1) an amount to the product of:

● a fraction, the numerator of which is the Class C Unused Subordinated Amount of Class D Notes for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class D Notes (as of the last day of the preceding Monthly Period), times

● the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to Class D Notes; plus

(2) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times

● the sum of the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class C Notes that was included in Class A Usage of Class D Required Subordinated Amount plus the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class C Notes that was included in Class A Usage of Class C Required Subordinated Amount plus the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class C Notes that was included in Class A Usage of Class B Required Subordinated Amount; plus

(3) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times

224

● the sum of the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class B Note that has a Class B Unused Subordinated Amount of Class C Notes that was included in Class B Usage of Class D Required Subordinated Amount plus the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class B Note that has a Class B Unused Subordinated Amount of Class C Notes that was included in Class B Usage of Class C Required Subordinated Amount; plus

(4) the amount of Investor Charge-Offs initially allocated on such date to that Tranche of Class C Notes and then reallocated on such date to Class D Notes; plus

(5) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class C Notes; plus

(6) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class B Notes that has a Class B Unused Subordinated Amount of Class C Notes; plus

(7) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for that Tranche of Class C Notes; plus

(8) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period); times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the servicer for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class C Notes; plus

(9) an amount to the product of:

● a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and

225

the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period); times

● the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the servicer for any Tranche of Class B Notes that has a Class B Unused Subordinated Amount of Class C Notes; plus

(10) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the servicer for that Tranche of Class C Notes; minus

(11) an amount (not to exceed the Class C Usage of Class D Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (1) through (10) above) equal to the product of:

● a fraction, the numerator of which is the Class C Usage of Class D Required Subordinated Amount (prior to giving effect to any reimbursement of Class D Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class C Notes and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes, times

● the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such date.

“Closing Date” means [_______ __, 20__].

“Compounded SOFR” means the compounded average of daily SOFR rates for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Accrual Period or compounded in advance) being established by the Calculation Agent in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR; provided that:

(2) if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent in its reasonable discretion.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“Daily Principal Shortfall” means the excess of the sum of the amounts of any targeted deposits into the principal funding account with respect to all series of notes included in Excess Available Principal Amounts Sharing Group One over the month to date amount of Collections processed in respect of principal receivables for such month allocable to all series of notes included in Excess Available Principal Amounts Sharing Group One that are on deposit in the Collection Account on such date.

226

“Default Amount” means, with respect to any Defaulted Account, the aggregate amount of principal receivables (other than ineligible receivables) in a Defaulted Account on the day such account became a Defaulted Account.

“Defaulted Account” means certain accounts in the Trust Portfolio, the receivables of which have been charged off as uncollectible by the servicer.

“Definitive Notes” means notes in definitive form, registered in the name of the legal or beneficial owner thereof attached without interest coupons.

“Delinquency Trigger Rate” means, initially, [•]%, which percentage will be reviewed and may be adjusted upon the occurrence of any of the following events:

● the filing of a registration statement with the SEC relating to any notes to be offered and sold from time to time by the transferor, on behalf of the issuing entity; and

● a change in law or regulation (including any new or revised interpretation of an existing law or regulation) that, in the transferor’s judgment, could reasonably be expected to have a material effect on the delinquency rate for cardholder payments on the credit card accounts comprising the Trust Portfolio or the manner by which delinquencies are defined or determined;

provided, however, that, for so long as a delinquency trigger has occurred and is continuing, a review of the delinquency trigger rate that would otherwise be required as specified above will be delayed until the date on which the issuing entity first reports in its distribution report on Form 10-D that the delinquency trigger is no longer continuing.

“Determination Date” means, unless otherwise specified in the related Indenture Supplement, the second Business Day preceding each Transfer Date.

“Distribution Date” means [___________ __, 20__] and the fifteenth day of each calendar month thereafter, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

“Eligible Account” means any Visa, Mastercard, American Express or other major card payment network credit card account for which each of the following requirements is satisfied as of the designated date upon which representations are effective:

● it exists and is maintained by WFBNA;

● its receivables are payable in United States dollars;

● the related obligor’s most recent billing address is located in the United States or its territories or possessions;

● it is not classified by WFBNA as (i) counterfeit, cancelled, fraudulent, stolen, or lost or (ii) subject to a bankruptcy proceeding of the related obligor; and

● all of its receivables have not been charged-off under WFBNA’s customary and usual procedures for servicing credit card accounts;

227

provided, however, the definition of Eligible Account may be changed by amendment to the transfer agreement without the consent of the noteholders if:

● the transferor delivers to the issuing entity a certificate of a responsible officer to the effect that, in the reasonable belief of the transferor, such amendment will not have an adverse effect on the noteholders; and

● such amendment will not result in a withdrawal or reduction of the rating of any outstanding series, tranche or class of notes by any note rating agency.

“Eligible Receivable” means any receivable for which each of the following requirements is satisfied as of the applicable time:

● it arises in an Eligible Account;

● it is created, in all material respects, in compliance with all requirements of law applicable to WFBNA, and it is created under a credit card agreement that complies in all material respects with all requirements of law applicable to WFBNA;

● all consents, licenses, authorizations of, or registrations or declarations with, any governmental authority that are required for its creation or the execution, delivery, or performance of the related credit card agreement have been duly obtained or made by WFBNA and are fully effective;

● immediately prior to being transferred to the issuing entity, the transferor has good and marketable title to it free and clear of all liens arising under or through the transferor or any of its affiliates (other than certain tax liens for taxes not then due or which WFBNA or the transferor is contesting);

● it is the legal, valid, and binding payment obligation of the related obligor and is enforceable against that obligor in accordance with its terms (with certain bankruptcy related exceptions);

● it is an “account” under Article 9 of the UCC; and

● WFBNA’s electronic records do not reflect 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).

“Excess Available Funds” means, for any series for any month, the Available Funds with respect to such series remaining after application to cover targeted deposits to the interest funding account, payment of the portion of the servicing fee allocable to such series, and application to cover any Investor Default Amounts allocable to the WFCardSeries or any deficits in the nominal liquidation amount of the notes of such series.

“Excess Available Funds Percentage” for a month is determined by subtracting the Base Rate from the Portfolio Yield for that month.

“Floating Investor Percentage” means, for any series and for any date of determination during any month, a percentage based on a fraction, the numerator of which is the Available Funds Allocation Amount

228

for such series and for such date and the denominator of which is the greater of (a) the total principal receivables at the end of the prior month and (b) the sum of the numerators used to calculate the Floating Investor Percentages for all outstanding series on such date of determination. However, the Floating Investor Percentage will be adjusted for certain nominal liquidation amount increases, as well as additions and certain removals of accounts, during the related month.

“FRBNY’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this prospectus and is not incorporated in this prospectus by reference.

“Insolvency Event” means, with respect to an entity: (a) (x) the commencement of an involuntary action seeking (i) a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, (ii) the appointment of a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Person or (iii) the winding up or liquidation of such Person’s affairs, which in each case shall have remained undischarged or unstayed for a period of 90 consecutive days or (y) the entering of any order or decree providing the relief, remedy or other action described in any of clauses (i) through (iii); or (b) the commencement by such Person of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, conservatorship, receivership, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, conservatorship, receivership, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action.

“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“Investor Default Amount” means, with respect to any series and any day in a month, the product of (a) the Default Amount with respect to such day and (b) the Floating Investor Percentage with respect to such series and such day.

“Investor Servicing Fee” has the meaning described in “The Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus.

“Minimum Transferor Interest” for any period, [•]% of the average principal receivables for such period. The issuing entity may reduce the Minimum Transferor Interest upon (w) delivery to the indenture trustee of an issuer tax opinion with respect to such reduction, (x) 30 days’ prior notice to the indenture trustee and each note rating agency, (y) satisfaction of the Rating Agency Condition and (z) delivery to the indenture trustee of an officer’s certificate stating that the Issuer reasonably believes that such reduction will not, based on the facts known to such officer at the time of such certification, then or thereafter cause

229

an Early Redemption Event to occur with respect to any series; provided that the Minimum Transferor Interest may not at any time be less than 2% of the average principal receivables for such period.

“Monthly Interest Accrual Date” means, for any outstanding series, class or tranche of notes:

● each interest payment date for such series, class or tranche; and

● for any month in which no interest payment date occurs, the date in that month corresponding numerically to the next interest payment date for that series, class or tranche of notes; but

— for the month in which a series, class or tranche of notes is issued, the date of issuance of such series, class or tranche will be the first Monthly Interest Accrual Date for such series, class or tranche of notes;

— for the month next following the month in which a series, class or tranche of notes is issued, the first day of such month will be the first Monthly Interest Accrual Date in such next following month for such series, class or tranche of notes;

— any date on which (a) proceeds from a sale of receivables following an event of default and acceleration of any series, class or tranche of notes or (b) proceeds of the reassignment amount from the reassignment of receivables to the transferor pursuant to the terms of the transfer agreement, as applicable, are deposited into the interest funding account for such series, class or tranche of notes will be a Monthly Interest Accrual Date for such series, class or tranche of notes;

— if there is no such numerically corresponding date in that month, then the Monthly Interest Accrual Date will be the last Business Day of the month; and

— if the numerically corresponding date in such month is not a Business Day for that class or tranche, then the Monthly Interest Accrual Date will be the next following Business Day, unless that Business Day would fall in the following month, in which case the Monthly Interest Accrual Date will be the last Business Day of the earlier month.

“Monthly Principal Accrual Date” means for any outstanding series, class or tranche of notes:

● for any month in which the expected principal payment date occurs for such series, class or tranche, such expected principal payment date, or if that day is not a Business Day, the next following Business Day; and

● for any month in which no expected principal payment date occurs for such series, class or tranche, the date in that month corresponding numerically to the expected principal payment date for that series, class or tranche of notes (or for any month following the last expected principal payment date, the date in such month corresponding numerically to the preceding expected principal payment date for such series, class or tranche of notes); but

— following an early redemption event arising from an Insolvency Event with respect to WFBNA, the second Business Day following such early redemption event shall be a Monthly Principal Accrual Date;

230

— any date on which prefunded excess amounts are released from any principal funding subaccount and deposited into the principal funding subaccount of any tranche of notes on or after the expected principal payment date for such tranche of notes will be a Monthly Principal Accrual Date for such tranche of notes;

— any date on which proceeds from a sale of receivables following an event of default and acceleration of any series, class or tranche of notes are deposited into the principal funding account for such series, class or tranche of notes will be a Monthly Principal Accrual Date for such series, class or tranche of notes;

— if there is no numerically corresponding date in that month, then the Monthly Principal Accrual Date will be the last Business Day of the month; and

— if the numerically corresponding date in such month is not a Business Day, the Monthly Principal Accrual Date will be the next following Business Day, unless that Business Day would fall in the following month, in which case the Monthly Principal Accrual Date will be the last Business Day of the earlier month.

“Net Servicing Fee” has the meaning described in “The Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus.

“Nominal Liquidation Amount Deficit” means, for any tranche of notes, the Adjusted Outstanding Dollar Principal Amount minus the nominal liquidation amount of that tranche.

“Performing” means, for any derivative agreement, that no payment default or repudiation by the derivative counterparty has occurred and such derivative agreement has not been terminated.

“Permitted Investments” means:

● United States Treasury obligations (all direct or fully guaranteed obligations);

● time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign depository institutions or trust companies) and subject to supervision and examination by federal or state banking or depository institution authorities, the certificates of deposit of which, at the time of the investment, have the highest rating from Moody’s, SP Global Ratings and, if rated by Fitch, Fitch;

● commercial paper having, at the time of the investment, a rating in the highest rating category from Moody’s, SP Global Ratings and, if rated by Fitch, Fitch;

● bankers’ acceptances issued by any depository institution or trust company described in the second clause above;

● money market funds which have the highest rating from, or have otherwise been approved in writing by, each note rating agency;

● demand deposits in the name of the paying agent on behalf of the indenture trustee for the benefit of the noteholders in any depository institution or trust company described in the second clause above; and

231

● any other investment if the Rating Agency Condition is satisfied.

“Portfolio Yield” with respect to any series for a month is the annual rate equivalent of:

● the sum of:

— Available Funds for such series for the related Transfer Date; plus

— any amounts to be treated as Available Funds of such series remaining in the interest funding subaccounts after a sale of receivables as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables” in this prospectus; plus

— any shared excess available funds from any other series of notes allocated to such series; plus

— any interest funding subaccount earnings on the related Transfer Date; minus

— the excess, if any, of the shortfalls in the investment earnings on amounts in any principal funding accounts for notes of such series over the sum of (i) any withdrawals of amounts from the accumulation reserve subaccount and (ii) any additional finance charge collections allocable to such series, in each case, to cover the shortfalls as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—WFCardSeries Available Funds” in this prospectus; minus

— the sum, for each date during that month, of the product of, the Investor Default Amount for that day times the Floating Investor Percentage for such day; divided by

● the Weighted Average Available Funds Allocation Amount with respect to such month and series.

“Principal Allocation Amount” means, on any date during any month for any tranche, class or series of notes (exclusive of (x) any notes within such tranche, class or series which will be paid in full during such month and (y) any notes which will have a nominal liquidation amount of zero during such month), an amount equal to the sum of (a) for any notes within such tranche, class or series of notes in a note accumulation period, the sum of the nominal liquidation amounts for such notes as of the close of business on the day prior to the commencement of the most recent note accumulation period for such notes, and (b) for all other notes outstanding within such tranche, class or series of notes, (i) the sum of the nominal liquidation amounts for such notes, each as of the close of business on the last day of the immediately preceding month (or, for the first month for any such tranche of notes, the initial dollar principal amount of such notes), plus (ii) the aggregate amount of any increases in the nominal liquidation amount of such notes as a result of (y) the issuance of additional notes in an outstanding series, class or tranche of notes or (z) the release of prefunded amounts (other than prefunded amounts deposited during such month) for such series, class or tranche, as applicable, from a principal funding subaccount, in each case during such month on or prior to such date.

“Principal Investor Percentage” means, for any series and for any date of determination, a percentage based on a fraction, the numerator of which is the Principal Allocation Amount for such series and for such date and the denominator of which is the greater of (a) the total principal receivables at the end of the prior month and (b) the sum of the numerators used to calculate the Principal Investor Percentage

232

for all outstanding series on such date of determination. This Principal Investor Percentage will be adjusted in connection with nominal liquidation amount increases, as well as additions and certain removals of accounts, during the related month. As set forth in the definition of Principal Allocation Amount, the nominal liquidation amount is the sum of (i) for each tranche of notes which is not accumulating or paying principal, the nominal liquidation amount at the end of the prior month and (ii) for each tranche of notes which is accumulating or paying principal, the nominal liquidation amount prior to any reductions for accumulations or payments of principal.

“Rating Agency Condition” means, unless otherwise specified in the related indenture supplement for any series or class of notes, with respect to any action subject to such condition, (i) that each note rating agency shall have notified the issuing entity, the transferor or the servicer in writing that the proposed action will not result in a reduction or withdrawal of its ratings on any outstanding notes of any series, class or tranche of notes or (ii) if at such time any note rating agency has informed the issuing entity, the transferor or the servicer that such note rating agency does not provide such written notifications for transactions of this type, then as to such note rating agency the issuing entity shall deliver written notice of the proposed action to such note rating agency at least ten (10) business days’ prior to the effective date of such action (or such shorter period as specified in the relevant transaction document provision).

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is [•]-month LIBOR, 11:00 a.m. (London time) on the relevant interest rate determination date, and (2) if the Benchmark is not [•]-month LIBOR, the time determined by the Calculation Agent in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or any successor thereto.

“Removal Date” means the date of any removal of receivables in accounts removed from the Trust Portfolio.

“Representative Portfolio” means the portfolio of Visa or American Express credit card accounts, and revolving credit card accounts of one or more other major card payment networks, including Mastercard, owned by WFBNA at such time, from which the accounts designated to be included in the Trust Portfolio are selected.

“Required Excess Available Funds” means, for any month, zero; provided, however, that this amount may be changed if the issuing entity (i) provides written notice to the indenture trustee, [(ii) receives the consent of the rating agencies] and (iii) reasonably believes that the change will not have a material adverse effect on the notes.

“Servicer Default” means any of the following events:

(a) failure by the servicer to make any payment, transfer or deposit on the date the servicer is required to do so under the servicing agreement or any series supplement (or within the applicable grace period, which will not exceed 5 Business Days);

(b) failure on the part of the servicer duly to observe or perform in any respect any other covenants or agreements of the servicer which has a material adverse effect on the noteholders of any series issued and outstanding and which continues unremedied for a period of 60 days after written notice of such failure, requiring the same to be remedied, shall have been given to the servicer by the issuing entity;

233

(c) any representation, warranty or certification made by the servicer in the servicing agreement, or in any certificate delivered pursuant to the servicing agreement, proves to have been incorrect when made which has a material adverse effect on the issuing entity, and which continues to be incorrect in any material respect for a period of 60 days after written notice shall have been given to the servicer by the issuing entity; or

(d) an Insolvency Event with respect to the servicer shall have occurred.

Notwithstanding the foregoing, a delay in or failure of performance referred to in clause (a) above for a period of 10 Business Days, or referred to under clause (b) or (c) for a period of 60 Business Days, will not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the servicer and such delay or failure was caused by an act of God the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the FRBNY, as the administrator of SOFR, (or a successor administrator) on the FRBNY’s Website.

“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Transfer Date” means the Business Day immediately prior to the Distribution Date in each month.

“Transferor Interest” means, on the date of determination, the aggregate amount of (a) the principal receivables plus (b) the principal amount on deposit in any Principal Funding Account plus (c) any Available Principal Amounts on deposit in the collection account plus (d) the amount on deposit in the excess funding account, each at the end of the day immediately prior to such date of determination, minus (e) the aggregate nominal liquidation amount at the end of such day.

“Transferor Percentage” means, on any date of determination, when used with respect to principal receivables, finance charge receivables and receivables in Defaulted Accounts, a percentage equal to 100% minus the aggregate investor percentage with respect to such categories of Receivables.

“Trust Portfolio” means the credit card accounts selected from the Representative Portfolio and designated to the issuing entity as of the Closing Date and, for additional accounts, as of the related date of their designation, based on the eligibility criteria set forth in the transfer agreement and which accounts have not been removed from designation to the issuing entity.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unallocated Principal Collections” means any amounts collected in respect of principal receivables that are allocable to, but not paid to, Funding because the Transferor Interest is less than the Minimum Transferor Interest.

“Weighted Average Available Funds Allocation Amount” means, for any month for any tranche, class or series of notes, the sum of the Available Funds Allocation Amount for such tranche, class or series, as applicable, as of the close of business on each day during such month divided by the actual number of days in such month.

234

“WFCardSeries Available Funds” means, for any month, the amounts to be treated as WFCardSeries Available Funds as described in “Source of Funds to Pay the Notes—Deposit and Application of Funds for each Series—WFCardSeries Available Funds.”

“WFCardSeries Available Principal Amounts” means, for any month, the sum of the deposits of collections with respect to principal receivables allocated to the WFCardSeries, dollar payments for principal under any derivative agreements for tranches of notes of the WFCardSeries, if any, and any amounts of WFCardSeries Available Funds available to cover Investor Default Amounts allocable to the WFCardSeries or reimburse any deficits in the nominal liquidation amount of the WFCardSeries notes.

235

Annex I

The Representative Portfolio and the Trust Portfolio

The information in this Annex I forms an integral part of the prospectus.

General

WFBNA’s credit card portfolio is currently comprised primarily of Visa and American Express credit card accounts. In the future, WFBNA’s credit card portfolio could include revolving credit card accounts of one or more other major card payment networks, including Mastercard. WFBNA has selected a subset of its credit card portfolio for securitization eligibility purposes (referred to in this prospectus as the Representative Portfolio). The Representative Portfolio consists of credit card assets arising in general purpose, unsecured credit cards. The Trust Portfolio is comprised of receivables arising in accounts that have been selected from the Representative Portfolio based upon the eligibility criteria specified in the receivables purchase agreement and the transfer agreement applied with respect to the accounts as of their selection date. See the definition of “Eligible Account” in the “Glossary of Defined Terms,” “The Receivables Purchase Agreement—Representations and Warranties,” and “The Transfer Agreement—Representations and Warranties” in this prospectus. Subject only to these eligibility criteria and any applicable regulatory guidelines, the account owner has the discretion to select any accounts in the Representative Portfolio for designation to the Trust Portfolio. Additional subsets of WFBNA’s credit card portfolio (or additional portfolios acquired by WFBNA) may be designated to the Representative Portfolio from time to time.

Additional accounts designated to the Trust Portfolio will consist of Eligible Accounts from the Representative Portfolio that may or may not currently be in existence and that may have been originated using different credit criteria from those used in originating the accounts already designated to the Trust Portfolio. Consequently, delinquency, loss, revenue, and payment rate experience with respect to the initial accounts and the additional accounts comprising the Trust Portfolio may be different from the historical experience of the Representative Portfolio. See “The Transfer Agreement—Addition of Issuer Assets.” Moreover, the composition of accounts and the concentration of certain accounts comprising each of the Representative Portfolio and the Trust Portfolio may be different and the performance metrics of the receivables related to the Representative Portfolio are not necessarily indicative of how the receivables in the Trust Portfolio will perform, and vice-versa. Consequently, delinquency, loss, revenue, and payment rate experience with respect to the accounts in the Trust Portfolio may be different from that set forth below for the Representative Portfolio.

As owner of the credit card accounts, WFBNA retains the right to change various credit card account terms (including finance charges and other fees it charges and the required minimum monthly payment). WFBNA has no restrictions on its ability to change the terms of the credit card accounts, except as described in this prospectus. See “Risk Factors—Business Risks Relating to WFBNA’s Credit Card Business—WFBNA may change the terms of the credit card accounts in a way that reduces or slows collections. These changes may result in reduced, accelerated or delayed payments to you” in this prospectus. Changes in relevant law, changes in the marketplace or prudent business practices could cause WFBNA to change credit card account terms. See “WFBNA’s Credit Card Activities—Collection Efforts” in this prospectus for a description of how credit card account terms can be changed.

A-I-1

Economic conditions affect the performance of the receivables in each of the Representative Portfolio and the Trust Portfolio. If economic conditions were to deteriorate, the performance of the receivables in the Representative Portfolio and the Trust Portfolio may be adversely affected.

COVID-19 Pandemic

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, affected equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in restrictions and closures for many businesses, as well as the institution of social distancing and sheltering in place requirements in many states and communities. Although some restrictive measures have been eased in certain areas, many of the restrictive measures remain in place or have been reinstated, and in some cases additional restrictive measures are being implemented. U.S. and global economies are likely to be negatively impacted for an extended period of time as there remains significant uncertainty about the timing and strength of an economic recovery.

In response to the COVID-19 pandemic, beginning in March 2020, WFBNA implemented client assistance programs for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. Starting in March 2020, WFBNA implemented an initial 90-day deferment program, during which interest and fees were waived. Beginning in June 2020, the deferment program was modified to an initial or subsequent 60-day deferment period during which interest continues to accrue and is added to the principal balance each month, while certain fees continue to be waived. Customers are limited to an initial deferment period and one subsequent deferment period. The delinquency status for accounts participating in the deferment program is generally reported using the payment status of each account at the time payment deferral was granted. WFBNA continues to evaluate, and may need to further modify, its policies and programs to continue helping its card customers through the COVID-19 pandemic but any future actions will depend on future developments, which are highly uncertain and difficult to predict. We cannot predict what future actions may be necessary to help card customers through the COVID-19 pandemic, including card customers whose accounts have been or may in the future be designated to the Trust Portfolio. The programs have had, and are expected to continue to have, the effect of reducing or slowing collections in the near term and, if not effective in mitigating the effect of COVID-19 on cardholders, may adversely affect the notes.

Because the delinquency status for receivables subject to payment deferrals under this program reflects the payment status of the related accounts at the time payment deferral was granted, and the majority of these accounts were current at that time, it is likely that without payment deferrals a portion of the accounts reported as current would have become delinquent. In addition, because the accounts in the payment deferral program do not become delinquent or advance to the next delinquency cycle, including ultimately to charge-off, in the same timeframe that would have occurred had the payment deferral relief not been granted, the levels and severities of delinquencies and charge-off amounts through the deferment period are likely lower than would have otherwise been the case. As these accounts exit the payment deferral program and until any related delinquent receivables are charged-off, levels and severities of delinquencies and charge-off amounts will likely be higher than would have otherwise been the case. As a result, historical delinquency and charge-off experience for the Representative Portfolio is likely to not be an accurate indicator of the performance of the receivables in the Representative Portfolio in the future for so long as the effects of COVID-19 continue.

The Representative Portfolio

At [Month DD], 20[•], and as of the years ended December 31, 20[•], December 31, 20[•], December 31, 20[•], December 31, 20[•], and December 31, 20[•], the Representative Portfolio consisted

A-I-2

of receivables totaling approximately $[•] billion, $[•] billion, $[•] billion, $[•] billion, $[•] billion, and $[•] billion, respectively. Set forth below is certain information with respect to the Representative Portfolio.

Delinquency and Loss Experience

The following tables set forth the delinquency and loss experience for cardholder payments on the credit card accounts comprising the Representative Portfolio for each of the dates or periods shown. The delinquency and loss rates at any time reflect, among other factors, the quality of the credit card receivables, the average seasoning of the accounts, the success of the account owner’s collection efforts, and general economic conditions. We cannot provide any assurance that delinquency and loss experience for the receivables in the Representative Portfolio in the future will be similar to the historical experience set forth below. Moreover, because a pandemic such as COVID-19 has not occurred in recent years, neither historical delinquency experience nor historical loss experience for the receivables in the Representative Portfolio is likely to be an accurate indicator of the performance of the receivables in the Representative Portfolio in the future for so long as the effects of COVID-19 continue.

WFBNA’s procedures for determining whether an account is contractually delinquent, including a description of its collection efforts with regard to delinquent accounts, and for charging off accounts are described under “WFBNA’s Credit Card Activities—Collection Efforts” in this prospectus.

A-I-3

Delinquency Experience by Receivables Balance

Representative Portfolio

(Dollars in Thousands)

	As of Month DD,			As of December 31,
	20[•]			20[•]			20[•]
	Receivables	Percentage of Receivables		Receivables	Percentage of Receivables		Receivables	Percentage of Receivables
Total Receivables(1)	$		%	$		%	$		%
Days Contractually Delinquent:
1 to 29 Days	$		%	$		%	$		%
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total	$		%	$		%	$		%

	As of December 31,
	20[•]			20[•]			20[•]
	Receivables	Percentage of Receivables		Receivables	Percentage of Receivables		Receivables	Percentage of Receivables
Total Receivables(1)	$		%	$		%	$		%
Days Contractually Delinquent:
1 to 29 Days	$		%	$		%	$		%
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total	$		%	$		%	$		%

⁽¹⁾  Total receivables in respect of the accounts consist of all amounts due from cardholders as posted to the accounts as of the date shown.

A-I-4

Delinquency Experience by Number of Accounts

Representative Portfolio

	As of Month DD,			As of December 31,
	20[•]			20[•]			20[•]
	Accounts	Percentage of Accounts		Accounts	Percentage of Accounts		Accounts	Percentage of Accounts
Total Number of Accounts			%			%			%
Days Contractually Delinquent:
1 to 29 Days			%			%			%
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total			%			%			%

	As of December 31,
	20[•]			20[•]			20[•]
	Accounts	Percentage of Accounts		Accounts	Percentage of Accounts		Accounts	Percentage of Accounts
Total Number of Accounts			%			%			%
Days Contractually Delinquent:
1 to 29 Days			%			%			%
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total			%			%			%

A-I-5

Loss Experience⁽¹⁾

Representative Portfolio

[•]-Month Period Ended Month DD,

Year Ended December 31,

20[•](2)

20[•]

20[•]

20[•]

20[•]

20[•]

Average principal receivables(3)

$

$

$

$

$

$

Gross charge-offs(4)

$

$

$

$

$

$

Gross charge-offs as a percentage of average principal receivables

%

%

%

%

%

%

Recoveries(5)

$

$

$

$

$

$

Net charge-offs(6)

$

$

$

$

$

$

Net charge-offs as a percentage of average principal receivables

%

%

%

%

%

%

Number of accounts experiencing a charge-off(7)

Average number of accounts(8)

Average net charge-off amount of accounts experiencing a charge-off

$

$

$

$

$

$

Accounts experiencing a charge-off as a percentage of average number of accounts

%

%

%

%

%

%

⁽¹⁾  All dollar amounts in this table are expressed as dollars in thousands, except for average net charge-off amount of accounts experiencing a charge-off, which is expressed as actual dollars.

⁽²⁾  The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

⁽³⁾ Average principal receivables is an average of the monthly average principal receivables outstanding for each month of the applicable period.

⁽⁴⁾  Gross charge-offs consist of charge offs of principal receivables before recoveries and do not include any charge offs of finance charge receivables or the amount of any reductions in receivables due to fraud, returned goods, customer disputes or other miscellaneous adjustments. If accrued finance charge receivables that have been written off were included in gross charge-offs, gross charge-offs would be higher as an absolute number and as a percentage of the average principal receivables outstanding during the period indicated.

⁽⁵⁾  Recoveries are collections received in respect of charged-off accounts during the period indicated and are treated as collections of finance charge receivables.

⁽⁶⁾  Net charge-offs are an amount equal to gross charge-offs minus recoveries, each for the applicable period.

⁽⁷⁾ Number of accounts that defaulted during the applicable period.

⁽⁸⁾ Average number of accounts is an average of the monthly average accounts outstanding for each month of the applicable period.

Revenue Experience

The following table sets forth the revenues from finance charges (interest and fees) billed or collected and interchange received with respect to the credit card accounts comprising the Representative Portfolio for each of the periods shown. Yield is affected by numerous factors, including the monthly periodic finance charges on the receivables, the amount of fees, changes in the delinquency rate on the receivables, the percentage of cardholders who pay their balance in full each month and do not incur monthly periodic finance charges, and the percentage of credit card accounts bearing finance charges at promotional rates.

The revenue from periodic finance charges and fees—other than annual fees—depends in part upon the collective preference of cardholders to use their credit cards as revolving debt instruments for purchases and cash advances and to pay account balances over several months—as opposed to convenience use, where cardholders pay off their entire balance each month, thereby avoiding periodic finance charges on their purchases—and upon other credit card-related services for which the cardholder pays a fee. Revenues from

A-I-6

periodic finance charges and fees also depend on the types of charges and fees assessed on the credit card accounts. Accordingly, revenue will be affected by future changes in the types of charges and fees assessed on the accounts and on the types of additional accounts added from time to time. These revenues could be adversely affected by future changes in fees and charges assessed by WFBNA and other factors. See “WFBNA’s Credit Card Activities” in this prospectus.

We cannot provide any assurance that revenue experience for the receivables in the Representative Portfolio in the future will be similar to the historical experience set forth below. Moreover, because a pandemic such as COVID-19 has not occurred in recent years, historical revenue experience for the receivables in the Representative Portfolio is likely to not be an accurate indicator of the performance of the receivables in the Representative Portfolio in the future for so long as the effects of COVID-19 continue.

Revenue Experience

Representative Portfolio

(Dollars in Thousands)

[•]-Month Period Ended Month DD,

Year Ended December 31,

20[•](1)

20[•]

20[•]

20[•]

20[•]

20[•]

Average Principal Receivables(2)

$

$

$

$

$

$

Finance Charges (Interest and Fees)(3)

$

$

$

$

$

$

Yield from Finance Charges(4)

%

%

%

%

%

%

Interchange

$

$

$

$

$

$

Yield from Interchange(4)

%

%

%

%

%

%

Total Yield

%

%

%

%

%

%

⁽¹⁾  The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

⁽²⁾  Average principal receivables is an average of the monthly average principal receivables outstanding for each month of the applicable period.

⁽³⁾  Beginning [•], Revenue Experience is reported as finance charges collected. Prior to that date, Revenue Experience is reported as finance charges assessed. Assessed finance charges are amounts assessed on customer billing statements net of reversals, minus finance charges that defaulted during the applicable period. Collected finance charges are actual collections of interest and fees. As a result, there are limitations to any comparison of the historical Revenue Experience data presented for periods before and after [•].

⁽⁴⁾  Yield percentages are calculated as the amount of the respective yield component divided by the average principal receivables for the applicable period.

Payment Rates

The following table sets forth the highest and lowest cardholder monthly payment rates with respect to the credit card accounts comprising the Representative Portfolio for any single month during each period shown and the average cardholder monthly payment rate for all months during each period shown. The actual monthly payment rate experience will vary month to month due to variations in cardholder charge and payment behavior. We cannot provide any assurance that cardholder monthly payment rates for the Representative Portfolio in the future will be similar to the historical experience set forth below.

WFBNA’s billing and payment procedures are described under “WFBNA’s Credit Card Activities—Billing and Payments” in this prospectus.

A-I-7

Monthly Payment Rates⁽¹⁾

Representative Portfolio

[•]-Month Period Ended Month DD,

Year Ended December 31,

20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

Monthly Payment Rate

Lowest Month

%

%

%

%

%

%

Highest Month

%

%

%

%

%

%

Monthly Average(2)

%

%

%

%

%

%

⁽¹⁾  Monthly payment rates are calculated as the amount of payments from cardholders received net of payments returned with respect to receivables during a month divided by the aggregate receivables balances at the beginning of the applicable month. Beginning [•], Monthly Payment Rate is calculated using principal payments collected as a percentage of the aggregate beginning of month principal balances. Prior to that date, Monthly Payment Rate is calculated using total payments as a percentage of the aggregate beginning of month total balances. As a result, there are limitations to any comparison of the historical Monthly Payment Rate data presented for periods before and after [•].

⁽²⁾ For each period presented, the average monthly payment rate for the period is calculated as the average of the relevant monthly payment rates during such period.

The Trust Portfolio

The primary assets of the issuing entity consist of receivables generated from time to time in a portfolio, referred to as the Trust Portfolio, of designated accounts that have been selected from the Representative Portfolio based upon the eligibility criteria specified in the receivables purchase agreement and the transfer agreement applied with respect to the accounts as of their selection date. The Trust Portfolio was created on [Month] DD, 20[•], which we refer to as the Closing Date. See “The Representative Portfolio and the Trust Portfolio” above in this Annex I and the definition of “Eligible Account” in the “Glossary of Defined Terms,” “The Receivables Purchase Agreement—Representations and Warranties,” and “The Transfer Agreement—Representations and Warranties” in this prospectus.

At [Month DD], 20[•], [and as of the years ended December 31, 20[•], December 31, 20[•], December 31, 20[•], December 31, 20[•], and December 31, 20[•],] the Trust Portfolio consisted of receivables totaling approximately $[•] billion[, $[•] billion, $[•] billion, $[•] billion, $[•] billion, and $[•] billion, respectively]. Set forth below is certain information with respect to the Trust Portfolio.

Delinquency and Loss Experience

The following tables set forth the delinquency and loss experience for cardholder payments on the credit card accounts comprising the Trust Portfolio for [each of] the date[s] or period[s] shown. The delinquency and loss rates at any time reflect, among other factors, the quality of the credit card receivables, the average seasoning of the accounts, the success of the servicer’s collection efforts, and general economic conditions. We cannot provide any assurance that delinquency and loss experience for the receivables in the Trust Portfolio in the future will be similar to the historical experience set forth below.

WFBNA’s procedures for determining whether an account is contractually delinquent, including a description of its collection efforts with regard to delinquent accounts, and for charging off accounts are described under “WFBNA’s Credit Card Activities—Collection Efforts” in this prospectus.

A-I-8

Delinquency Experience by Receivables Balance

Trust Portfolio

(Dollars in Thousands)

	As of Month DD, 20[•]
	Total Receivables	Percentage of Receivables
Total Receivables(1)	$
Days Contractually Delinquent:
1 to 29 Days	$
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total	$

⁽¹⁾  Total receivables in respect of the accounts consist of all amounts due from cardholders as posted to the accounts as of the date shown.

Delinquency Experience by Number of Accounts

Trust Portfolio

	As of Month DD, 20[•]
	Accounts	Percentage of Accounts
Total Number of Accounts
Days Contractually Delinquent:
1 to 29 Days
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total

A-I-9

Loss Experience⁽¹⁾

Trust Portfolio

	[•]-Month Period Ended Month DD, 20[•](2)
Average principal receivables(3)	$
Gross charge-offs(4)	$
Gross charge-offs as a percentage of average principal receivables		%
Recoveries(5)	$
Net charge-offs(6)	$
Net charge-offs as a percentage of average principal receivables		%
Number of accounts experiencing a charge-off(7)
Average number of accounts(8)
Average net charge-off amount of accounts experiencing a charge-off	$
Accounts experiencing a charge-off as a percentage of average number of accounts		%

⁽¹⁾  All dollar amounts in this table are expressed as dollars in thousands, except for average net charge-off amount of accounts experiencing a charge-off, which is expressed as actual dollars.

⁽²⁾  The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

⁽³⁾ Average principal receivables is an average of the monthly average principal receivables outstanding for each month of the applicable period.

⁽⁴⁾  Gross charge-offs consist of charge offs of principal receivables before recoveries and do not include any charge offs of finance charge receivables or the amount of any reductions in receivables due to fraud, returned goods, customer disputes or other miscellaneous adjustments. If accrued finance charge receivables that have been written off were included in gross charge-offs, gross charge-offs would be higher as an absolute number and as a percentage of the average principal receivables outstanding during the period indicated.

⁽⁵⁾  Recoveries are collections received in respect of charged-off accounts during the period indicated and are treated as collections of finance charge receivables.

⁽⁶⁾  Net charge-offs are an amount equal to gross charge-offs minus recoveries, each for the applicable period.

⁽⁷⁾ Number of accounts that defaulted during the applicable period.

⁽⁸⁾ Average number of accounts is an average of the monthly average accounts outstanding for each month of the applicable period.

Revenue Experience

The following table sets forth the revenues from finance charges (interest and fees) collected and interchange received with respect to the credit card accounts comprising the Trust Portfolio for [each of] the period[s] shown. Yield is affected by numerous factors, including the monthly periodic finance charges on the receivables, the amount of fees, changes in the delinquency rate on the receivables, the percentage of cardholders who pay their balance in full each month and do not incur monthly periodic finance charges, and the percentage of credit card accounts bearing finance charges at promotional rates.

The revenue from periodic finance charges and fees—other than annual fees—depends in part upon the collective preference of cardholders to use their credit cards as revolving debt instruments for purchases and cash advances and to pay account balances over several months—as opposed to convenience use, where cardholders pay off their entire balance each month, thereby avoiding periodic finance charges on their purchases—and upon other credit card-related services for which the cardholder pays a fee. Revenues from periodic finance charges and fees also depend on the types of charges and fees assessed on the credit card accounts. Accordingly, revenue will be affected by future changes in the types of charges and fees assessed on the accounts and on the types of additional accounts added from time to time. These revenues could be

A-I-10

adversely affected by future changes in fees and charges assessed by WFBNA and other factors. See “WFBNA’s Credit Card Activities” in this prospectus.

We cannot provide any assurance that revenue experience for the Trust Portfolio in the future will be similar to the historical experience set forth below.

Revenue Collected Experience

Trust Portfolio

(Dollars in Thousands)

	[•]-Month Period Ended Month DD, 20[•](1)
Average Principal Receivables(2)	$
Finance Charges (Interest and Fees) Collected(3)	$
Yield from Finance Charges Collected(4)		%
Interchange	$
Yield from Interchange(4)		%
Total Yield		%

⁽¹⁾  The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

⁽²⁾ Average principal receivables is an average of the monthly average principal receivables outstanding for each month of the applicable period.

⁽³⁾ Collected finance charges are actual collections of interest and fees.

⁽⁴⁾ Yield percentages are calculated as the amount of the respective yield component divided by the average principal receivables for the applicable period.

Payment Rates

The following table sets forth the highest and lowest cardholder monthly principal payment rates with respect to the credit card accounts comprising the Trust Portfolio for any single month during [each]—[the] period shown and the average cardholder monthly principal payment rate for all months during [each]—[the] period shown. The actual monthly principal payment rate experience will vary month to month due to variations in cardholder charge and payment behavior. We cannot provide any assurance that cardholder monthly principal payment rates for the Trust Portfolio in the future will be similar to the historical experience set forth below. Moreover, because a pandemic such as COVID-19 has not occurred in recent years, historical cardholder monthly payment rates for the Representative Portfolio are likely to not be an accurate indicator of cardholder monthly payment rates for the Representative Portfolio in the future for so long as the effects of COVID-19 continue.

WFBNA’s billing and payment procedures are described under “WFBNA’s Credit Card Activities—Billing and Payments” in this prospectus.

A-I-11

Monthly Principal Payment Rates⁽¹⁾

Trust Portfolio

	[•]-Month Period Ended Month DD, 20[•]
Monthly Principal Payment Rate
Lowest Month
Highest Month
Monthly Average(2)

⁽¹⁾  Monthly principal payment rates are calculated as the amount of principal payments from cardholders received net of payments returned with respect to principal receivables during a month divided by the aggregate principal receivables balances at the beginning of the applicable month.

⁽²⁾ For each period presented, the average monthly principal payment rate for the period is calculated as the average of the monthly principal payment rates during such period.

The Receivables

The following tables summarize the Trust Portfolio by various criteria as of [the beginning of the day on][Month DD], 20[•]. References to “Total Receivables” in the following tables include both finance charge receivables and principal receivables. Because the future composition of the Trust Portfolio may change over time, these tables are not necessarily indicative of the composition of the Trust Portfolio at any specific time in the future.

Asset Profile

Trust Portfolio

Total receivables	$
Principal receivables	$
Finance charge receivables	$
Average receivable principal balance per account	$
Average credit limit per open account	$
Percentage of total receivable balance to the total credit limit		%
Average age of accounts in months
Total number of accounts
Percentage of cardholders who made at least the minimum payment as of their respective due date		%
Percentage of cardholders who paid their entire outstanding balance		%
Number of accounts with variable rates
Percentage of accounts assessed a variable rate periodic finance charge(1)		%

⁽¹⁾  Certain accounts have balances on both fixed and floating rate periodic finance charge.

A-I-12

Composition by Account Balance

Trust Portfolio

Account Balance	Accounts	Percentage of Total Accounts		Total   Receivables	Percentage of Total Receivables
Credit Balance
No Balance[(1)]
Less than or equal to $5,000.00
$5,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
Over $20,000.00
Total			100.00			100.00

^[(1)]  Accounts that currently have no balance are included because receivables may be generated with respect to those accounts in the future.

Composition by Credit Limit

Trust Portfolio

Credit Limit	Accounts	Percentage of Total Accounts		Total   Receivables	Percentage of Total Receivables
Credit Balance
Less than or equal to $5,000.00
$5,000.01 to $10,000.00
$10,000.01 to $15,000.00
$15,000.01 to $20,000.00
Over $20,000.00
Total			100.00			100.00

Composition by Payment Status

Trust Portfolio

Days Contractually Delinquent	Accounts	Percentage of Total Accounts		Total Receivables	Percentage of Total Receivables
Current(1)
1 to 29 Days
30 to 59 Days
60 to 89 Days
90 to 119 Days
120 to 149 Days
150 to 179 Days
180 or more Days
Total			100.00			100.00

⁽¹⁾  Includes accounts with no balance and credit balances.

A-I-13

Composition by Account Age

Trust Portfolio

Age	Accounts	Percentage of Accounts		Total   Receivables	Percentage of Total Receivables
6 Months or Less
Over 6 Months to 12 Months
Over 12 Months to 24 Months
Over 24 Months to 36 Months
Over 36 Months to 48 Months
Over 48 Months to 60 Months
Over 60 Months
Total			100.00			100.00

Composition by Cardholder Billing Address

Trust Portfolio

Billing Address	Accounts	Percentage of Accounts		Total   Receivables	Percentage of Total Receivables
[•]
[•]
[•]
[•]
[•]
Others
Total			100.00			100.00

Since the largest number of cardholders (based on billing address) whose accounts were included in the trust as of [Month DD], 20[•] were in [•], [•], [•], [•], and [•], adverse economic conditions affecting cardholders residing in these areas could affect timely payment of amounts due on those accounts and, accordingly, the actual rates of delinquencies and losses with respect to the Trust Portfolio.

FICO^®:¹ The following table sets forth the composition of the accounts and receivables comprising the Trust Portfolio by FICO^® score ranges, to the extent available. A FICO^® score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess consumer credit risk. FICO^® scores may change over time, depending on the conduct of the cardholder, including the cardholders’ usage of his or her available credit, and changes in credit score technology used by Fair Isaac Corporation.

WFBNA obtains, to the extent available, FICO^® scores at the origination of each account and each month thereafter. In the following table, Total Receivables are determined as of [Month DD], 20[•], and FICO^® scores are determined during the month of [Month] 20[•]. As a result of the COVID-19 pandemic, the Fair Credit Reporting Act was amended by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. These amendments provide for modified credit reporting when an accommodation under, or modification of, the terms of WFBNA’s credit card agreements with its cardholders occurs. As a result, accurate credit reporting may be delayed or modified. In response to the COVID-19 pandemic, beginning

¹  FICO^® is a federally registered servicemark of Fair Isaac Corporation.

A-I-14

in March 2020, WFBNA implemented a client assistance program for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. See “WFBNA’s Credit Card Activities—Collection Efforts.”

Composition by FICO^® Score

Trust Portfolio

FICO Score	Accounts	Percentage of Accounts		Total   Receivables	Percentage of Total Receivables
No Score
100 to 599
600 to 659
660 to 719
Over 720
Total			100.00			100.00

Data from an independent credit reporting agency, such as FICO^® scores, is one of several factors that, if available, will be used by WFBNA in its credit scoring system to assess the credit risk associated with each applicant. See “WFBNA’s Credit Card Activities—Underwriting Procedures” in this prospectus. At the time of account origination, WFBNA will request information, including a FICO^® score, from one or more independent credit bureaus. FICO^® scores may be different from one bureau to another. For some cardholders, FICO^® scores may be unavailable. FICO^® scores are based on independent third-party information the accuracy of which cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables in the Trust Portfolio. For information regarding the historical performance of the receivables in the Trust Portfolio, see “The Trust Portfolio—Delinquency and Loss Experience,” “ —Revenue Experience,” and “ —Payment Rates” above in this Annex I. For information regarding the historical performance of the receivables in the Representative Portfolio, see “The Representative Portfolio—Delinquency and Loss Experience,” “ —Revenue Experience,” and “ —Payment Rates” above in this Annex I.

Review of Receivables in the Trust Portfolio

General

As required by Rule 193 under the Securities Act of 1933, Funding has performed a review of the receivables in the Trust Portfolio and the disclosure relating to those receivables included in this prospectus, including the information relating to the receivables in the Trust Portfolio provided in Annex I to this prospectus. Funding used judgment to determine the scope of the review, and the completion of the review process required the application of a significant level of human diligence and judgment. The review was designed and effected to provide reasonable assurance that the disclosure regarding those receivables is accurate in all material respects.

The review process, which was conducted by Funding and its affiliates as described further below, involved (i) the review of information relating to the underwriting process and credit and risk controls for the related accounts, (ii) the periodic review of internal data systems, financial processes and controls, (iii) the review of quantitative information regarding the historical performance and current composition of the receivables presented in this prospectus and (iv) the review of qualitative or factual disclosure regarding the receivables presented in this prospectus.

A-I-15

Oversight of Underwriting, Credit and Risk Controls

The underwriting and credit authorization processes applicable to WFBNA’s accounts are described under “WFBNA’s Credit Card Activities—Underwriting Procedures” in this prospectus. WFBNA regularly monitors compliance with established underwriting and credit policies and procedures and risk controls, including monitoring, periodic review and validation of models that govern automated credit approval decisions as well as supplementary subjective review and approval policies. These policies, procedures and controls are overseen by committees at the board, management and line of business levels. These committees are responsible, among other things, for (i) approval of new or significant changes to WFBNA’s consumer credit policies; (ii) monitoring business credit risk metrics; (iii) establishing and ensuring adherence to operational risk limits for WFBNA; (iv) assessing consumer credit risk performance and asset quality against all business credit risk metrics, performance trends and key risk indicators; (v) identifying emerging risks impacting consumer credit risk; and (vi) reviewing key risk issues identified during internal audits, credit review, regulatory examinations and internal responses to these issues.

WFBNA relies, primarily, on models that apply statistical, economic, financial and mathematical techniques and assumptions to provide quantitative estimates contributive to WFBNA’s credit approval decisions. The design, development and use of these models by WFBNA are subject to oversight and review by model risk governance, appropriate line of business model risk officers and senior management. Model risk for WFBNA is responsible for establishing procedures that support WFBNA’s model risk strategy and verifying that required model risk controls, as specified by WFBNA’s policies and procedures, are implemented and maintained. Additionally, WFBNA conducts ongoing monitoring and periodic reviews to ensure that models are performing within the benchmarks established by corporate policies and procedures. WFBNA evaluates the results of model performance and works with the appropriate corporate committees to develop remediation plans for models that do not satisfy policy guidelines.

Independent risk teams are responsible for assessing the overall effectiveness of the risk management framework applicable to WFBNA and evaluating credit, operational, and model risk. These teams participate in governance routines and routinely test and evaluate WFBNA risk practices.

Internal Data Systems, Financial Processes and Controls

Funding’s review of the receivables in the Trust Portfolio is supported by WFBNA’s extensive control processes used in the day-to-day operation of its credit card business. These controls include financial reporting controls, regular monitoring, assessment and testing of key internal and third party business functions, including account origination, servicing and systems processing, and controls to verify compliance with procedures.

Monitoring of the accounts and receivables is effected through an integrated network of computer systems. These systems are used to verify that information about the accounts and receivables is accurately captured and securely maintained by WFBNA and its affiliates. The systems are periodically reviewed to provide reasonable assurance regarding the integrity, accuracy and completeness of the captured information. Data maintained by these computer systems facilitates management’s assessments of the accuracy and integrity of WFBNA’s account-level and pool asset data.

Quantitative Asset Pool Review

Funding and its affiliates use information generated by computer systems maintained by WFBNA and its subsidiaries to create reports used to populate the tables included in this prospectus. Funding, with the assistance of a third party, reviews the quantitative information on the Trust Portfolio presented in those tables to compare the data presented with the reports generated by WFBNA’s computer systems and certain

A-I-16

recalculations are performed. Funding determined the nature, extent and timing of the review and the level of assistance provided by the third party. Funding assumes responsibility for the review and attributes all findings and conclusions of the review to itself.

Review of Qualitative or Factual Disclosure

Disclosure in this prospectus consisting of qualitative or factual information regarding the receivables in the Trust Portfolio was reviewed and approved by those officers and employees of Funding and its affiliates who are knowledgeable about such information.

Conclusion of Review

Funding has concluded that the review described above provides reasonable assurance that the disclosure regarding the receivables in the Trust Portfolio in this prospectus, including the information related to the receivables in the Trust Portfolio provided in Annex I to this prospectus, is accurate in all material respects.

Demands for Repurchases of Receivables in the Trust Portfolio

The transaction documents contain covenants requiring the repurchase of receivables from the issuing entity for the breach of a related representation or warranty as described under “The Transfer Agreement—Representations and Warranties” in this prospectus. None of the receivables securitized by WFBNA (the sponsor of the issuing entity) were the subject of a demand to repurchase or replace for a breach of such representations and warranties during the three-year period (or such shorter period of time as the issuing entity has been established and held receivables) ending on [___ __, 20__]. WFBNA, as securitizer, discloses all such demands for repurchase in its reports on Form ABS-15G filed with the SEC. [In accordance with SEC rules, WFBNA intends to file its Form ABS-15G with the SEC no later than [insert date that is the 45th day following the end of the calendar quarter in which the trust issues the Class [•](20[•]-[•]) notes].]—[WFBNA filed its most recent Form ABS-15G with the SEC on [_____]]. WFBNA’s Central Index Key (“CIK”) number is 0000740906.

A-I-17

Annex II

Static Pool Information

The information in this Annex II forms an integral part of the prospectus.

The Representative Portfolio and the Trust Portfolio

The following tables present delinquency, net loss rate, revenue and payment rate experience for the Representative Portfolio and the Trust Portfolio. Data is presented in separate increments based on the year of origination of the accounts, each an “origination year.”

As used in the tables, the date of origination of an account is generally the date the account became effective. The columns of historical performance show activity for all accounts originated in the same origination year through, or as of the end of, the period indicated, which is referred to in this Annex II as the “performance period.”

The primary assets of the issuing entity will consist of receivables generated from time to time in the Trust Portfolio, which have been selected from the Representative Portfolio based upon the eligibility criteria specified in the receivables purchase agreement and the transfer agreement applied with respect to the accounts as of their selection date. See “The Representative Portfolio and the Trust Portfolio” in Annex I to this prospectus and the definition of “Eligible Account” in the “Glossary of Defined Terms,” “The Receivables Purchase Agreement—Representations and Warranties,” and “The Transfer Agreement—Representations and Warranties” in this prospectus.

The composition of accounts and the concentration of certain accounts comprising each of the Representative Portfolio and the Trust Portfolio may be different and the performance metrics of the receivables related to the Representative Portfolio are not necessarily indicative of how the receivables in the Trust Portfolio will perform, and vice-versa. Consequently, delinquency, net loss rate, revenue, and payment rate experience with respect to the accounts in the Trust Portfolio may be different from that set forth below for the Representative Portfolio. There can be no assurance that the performance of receivables in the future will be similar to the historical experience set forth below.

The Representative Portfolio

WFBNA’s procedures for determining whether an account is contractually delinquent, including a description of its collection efforts with regard to delinquent accounts, and for charging off accounts are described under “WFBNA’s Credit Card Activities—Collection Efforts” in this prospectus. WFBNA’s billing and payment procedures are described under “WFBNA’s Credit Card Activities—Billing and Payments” in this prospectus.

A-II-1

30+ Days Contractually Delinquent⁽¹⁾

Representative Portfolio

Origination Year

As of

As of December 31,

Month DD, 20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

2020 Originations

2019 Originations

%

2018 Originations

%

%

2017 Originations

%

%

%

2016 Originations

%

%

%

%

2015 Originations

%

%

%

%

%

2014 Originations

%

%

%

%

%

%

2013 Originations

%

%

%

%

%

%

2012 Originations

%

%

%

%

%

%

2011 Originations

%

%

%

%

%

%

2010 and Older Originations

%

%

%

%

%

%

⁽¹⁾  The delinquency rate for any performance period is the result of dividing the total amount of receivables that are 30 or more days past due as of the end of such performance period by the total receivable balance as of the end of such performance period.

90+ Days Contractually Delinquent⁽¹⁾

Representative Portfolio

Origination Year

As of

As of December 31,

Month DD, 20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

2020 Originations

2019 Originations

%

2018 Originations

%

%

2017 Originations

%

%

%

2016 Originations

%

%

%

%

2015 Originations

%

%

%

%

%

2014 Originations

%

%

%

%

%

%

2013 Originations

%

%

%

%

%

%

2012 Originations

%

%

%

%

%

%

2011 Originations

%

%

%

%

%

%

2010 and Older Originations

%

%

%

%

%

%

⁽¹⁾  The delinquency rate for any performance period is the result of dividing the total amount of receivables that are 90 or more days past due as of the end of such performance period by the total receivable balance as of the end of such performance period.

A-II-2

Net Loss Rate⁽¹⁾

Representative Portfolio

Origination Year

[•]-Month Period Ended Month DD,

Year Ended December 31,

20[•](2)

20[•]

20[•]

20[•]

20[•]

20[•]

2020 Originations

2019 Originations

%

2018 Originations

%

%

2017 Originations

%

%

%

2016 Originations

%

%

%

%

2015 Originations

%

%

%

%

%

2014 Originations

%

%

%

%

%

%

2013 Originations

%

%

%

%

%

%

2012 Originations

%

%

%

%

%

%

2011 Originations

%

%

%

%

%

%

2010 and Older Originations

%

%

%

%

%

%

⁽¹⁾  Net loss rate for any performance period is the total amount of net charge-offs during the period divided by the average principal receivable balance for such period. Net charge-offs are an amount equal to gross charge-offs minus recoveries, each for the applicable performance period.

Gross charge-offs consist of charge offs of principal receivables before recoveries and do not include any charge offs of finance charge receivables or the amount of any reductions in receivables due to fraud, returned goods, customer disputes or other miscellaneous adjustments. If accrued finance charge receivables that have been written off were included in gross charge-offs, gross charge-offs would be higher as an absolute number and as a percentage of the average principal receivables outstanding during the performance period indicated.

Recoveries are collections received in respect of charged-off accounts during the period indicated and are treated as collections of finance charge receivables.

⁽²⁾ The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

A-II-3

Revenue Experience⁽¹⁾

Representative Portfolio

Origination Year

[•]-Month Period Ended Month DD,

Year Ended December 31,

20[•](2)

20[•]

20[•]

20[•]

20[•]

20[•]

2020 Originations

2019 Originations

%

2018 Originations

%

%

2017 Originations

%

%

%

2016 Originations

%

%

%

%

2015 Originations

%

%

%

%

%

2014 Originations

%

%

%

%

%

%

2013 Originations

%

%

%

%

%

%

2012 Originations

%

%

%

%

%

%

2011 Originations

%

%

%

%

%

%

2010 and Older Originations

%

%

%

%

%

%

⁽¹⁾  Revenue experience rate for any performance period is the result of dividing finance charges (interest and fees) net of reversals plus finance charge recoveries and interchange during the period by the average principal receivable balance for such period.

Beginning [•], monthly revenue is calculated as finance charges collected. Prior to that date, monthly revenue is calculated as finance charges assessed. Assessed finance charges are amounts assessed on customer billing statements net of reversals, minus finance charges that defaulted during the applicable period. Collected finance charges are actual collections of interest and fees. As a result, there are limitations to any comparison of the Revenue Experience data presented for periods before and after [•].

⁽²⁾ The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

A-II-4

Monthly Payment Rate⁽¹⁾

Representative Portfolio

Origination Year

[•]-Month Period Ended Month DD,

Year Ended December 31,

20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

2020 Originations

2019 Originations

%

2018 Originations

%

%

2017 Originations

%

%

%

2016 Originations

%

%

%

%

2015 Originations

%

%

%

%

%

2014 Originations

%

%

%

%

%

%

2013 Originations

%

%

%

%

%

%

2012 Originations

%

%

%

%

%

%

2011 Originations

%

%

%

%

%

%

2010 and Older Originations

%

%

%

%

%

%

⁽¹⁾ Monthly payment rate for any performance period is the average of the monthly payment rates in such performance period. Monthly payment rates are calculated as payments received net of payments returned with respect to receivables during a month divided by the aggregate receivables balances at the beginning of the applicable month.

Beginning [•], monthly payment rate is calculated using principal payments collected as a percentage of the aggregate beginning of month principal balances. Prior to that date, monthly payment rate is calculated using total payments as a percentage of the aggregate beginning of month total balances. As a result, there are limitations to any comparison of the payment rate data presented for periods before and after [•].

A-II-5

The Trust Portfolio

WFBNA’s procedures for determining whether an account is contractually delinquent, including a description of its collection efforts with regard to delinquent accounts, and for charging off accounts are described under “WFBNA’s Credit Card Activities—Collection Efforts” in this prospectus. WFBNA’s billing and payment procedures are described under “WFBNA’s Credit Card Activities—Billing and Payments” in this prospectus.

30+ Days Contractually Delinquent⁽¹⁾

Trust Portfolio

Origination Year	As of         Month DD,         20[•]
2020 Originations
2019 Originations
2018 Originations
2017 Originations
2016 Originations
2015 Originations
2014 and Older Originations

⁽¹⁾  The delinquency rate for any performance period is the result of dividing the total amount of receivables that are 30 or more days past due as of the end of such performance period by the total receivable balance as of the end of such performance period.

90+ Days Contractually Delinquent⁽¹⁾

Trust Portfolio

Origination Year	As of         Month DD,         20[•]
2020 Originations
2019 Originations
2018 Originations
2017 Originations
2016 Originations
2015 Originations
2014 and Older Originations

⁽¹⁾  The delinquency rate for any performance period is the result of dividing the total amount of receivables that are 90 or more days past due as of the end of such performance period by the total receivable balance as of the end of such performance period.

A-II-6

Net Loss Rate⁽¹⁾

Trust Portfolio

Origination Year	[•]-Month Period     Ended Month DD,     20[•](2)
2020 Originations
2019 Originations
2018 Originations
2017 Originations
2016 Originations
2015 Originations
2014 and Older Originations

⁽¹⁾  Net loss rate for any performance period is the total amount of net charge-offs during the period divided by the average principal receivable balance for such period. Net charge-offs are an amount equal to gross charge-offs minus recoveries, each for the applicable performance period.

Gross charge-offs consist of charge offs of principal receivables before recoveries and do not include any charge offs of finance charge receivables or the amount of any reductions in receivables due to fraud, returned goods, customer disputes or other miscellaneous adjustments. If accrued finance charge receivables that have been written off were included in gross charge-offs, gross charge-offs would be higher as an absolute number and as a percentage of the average principal receivables outstanding during the performance period indicated.

Recoveries are collections received in respect of charged-off accounts during the period indicated and are treated as collections of finance charge receivables.

⁽²⁾ The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

Revenue Experience⁽¹⁾

Trust Portfolio

Origination Year	[•]-Month Period     Ended Month DD,     20[•](2)
2020 Originations
2019 Originations
2018 Originations
2017 Originations
2016 Originations
2015 Originations
2014 and Older Originations

⁽¹⁾  Revenue experience rate for any performance period is the result of dividing finance charges (interest and fees) collected net of reversals plus finance charge recoveries and interchange during the period by the average principal receivable balance.

⁽²⁾ The percentages reflected for this column are annualized figures. Annualized figures are not necessarily indicative of actual results for the entire year.

A-II-7

Monthly Principal Payment Rate⁽¹⁾

Trust Portfolio

Origination Year	[•]-Month Period     Ended Month DD,     20[•]
2020 Originations
2019 Originations
2018 Originations
2017 Originations
2016 Originations
2015 Originations
2014 and Older Originations

⁽¹⁾  Monthly payment rate for any performance period is the average of the monthly payment rates in such performance period. Monthly payment rates are calculated as principal payments received net of payments returned with respect to principal receivables during a month divided by the aggregate principal receivables balances at the beginning of the applicable month.

A-II-8

Annex III

Outstanding Series, Classes and Tranches of Notes

The information provided in this Annex III is an integral part of the prospectus, and is incorporated by reference into the prospectus.

WFCardSeries

Class A Notes

Class A	Issuance Date	Nominal Liquidation Amount	Note Interest Rate	Expected Principal Payment Date	Legal Maturity Date
Class A(20[•]-[•])	[•]/[•]/[•]	$                        [•]	[•]%	[•]	[•]

A-III-1

WFCardSeries

Class B Notes

Class B	Issuance Date	Nominal Liquidation Amount	Note Interest Rate	Expected Principal Payment Date	Legal Maturity Date
Class B(20[•]-[•])	[•]/[•]/[•]	$                        [•]	[•]%	[•]	[•]

A-III-2

WFCardSeries

Class C Notes

Class C	Issuance Date	Nominal Liquidation Amount	Note Interest Rate	Expected Principal Payment Date	Legal Maturity Date
Class C(20[•]-[•])	[•]/[•]/[•]	$                        [•]	[•]%	[•]	[•]

A-III-3

WFCardSeries

Class D Notes

Class D	Issuance Date	Nominal Liquidation Amount	Note Interest Rate	Expected Principal Payment Date	Legal Maturity Date
Class D(20[•]-[•])	[•]/[•]/[•]	$                        [•]	[•]%	[•]	[•]

A-III-4

Wells Fargo Bank, National Association

Sponsor, Servicer, Calculation Agent and Originator

WF Card Funding, LLC

Transferor and Depositor

WF Card Issuance Trust

Issuing Entity

WFCardSeries

$[•]

Class [•](20[•]-[•]) Notes

PROSPECTUS

Underwriters

Wells Fargo Securities, LLC

[•]

[•]

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information.

We are not offering the notes in any state where the offer is not permitted.

We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on its cover.

Dealers will deliver a prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, until the date which is 90 days after the date of this prospectus, all dealers selling the notes will deliver a prospectus. Such delivery obligations may be satisfied by filing this prospectus with the Securities and Exchange Commission.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 12. Other Expenses of Issuance and Distribution.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder, including the asset-backed securities being carried forward, other than underwriting discounts and commissions.

Registration Fee	$	1,470,055.09	*
Printing and Engraving Expenses	$	0.00	**
Trustee’s Fees and Expenses	$	214,000.00	**
Legal Fees and Expenses	$	3,959,375.00	**
Accountants’ Fees and Expenses	$	600,000.00	**
Rating Agency Fees	$	8,601,090.00	**
Miscellaneous Fees and Expenses	$	204,000.00	**
Total	$	15,057,520.09	**

* Actual.

** Estimated.

Item 13. Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Registrant was formed under the laws of the State of Delaware. The limited liability company agreement of the Registrant provides, in effect, that, subject to certain limited exceptions, it will indemnify its members, officers, directors, employees and agents of the Registrant, and employees, representatives, agents and affiliates of its members (collectively, the “Covered Persons”), to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Registrant and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the limited liability company agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under the limited liability company agreement by the Registrant shall be provided out of and to the extent of Registrant assets only, and the members shall not have personal liability on account thereof; and provided further, that so long as any indebtedness, liabilities and obligations of the Registrant under or in connection with the other Basic Documents (as defined in the Limited Liability Company Agreement of the Depositor, included as Exhibit 3.1 to this Registration Statement) or any related document in effect as of any date of determination, is outstanding, no indemnity payment from funds of the Registrant (as distinct from funds from other sources, such as

II-1

insurance) of any indemnity under the limited liability company agreement shall be payable from amounts allocable to any other person pursuant to the Basic Documents.

To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Registrant prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Registrant of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in the limited liability company agreement.

A Covered Person shall be fully protected in relying in good faith upon the records of the Registrant and upon such information, opinions, reports or statements presented to the Registrant by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Registrant, including information, opinions, reports or statements as to the value and amount of the assets or liabilities of the Registrant, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

To the fullest extent permitted by applicable law, a Covered Person acting under the limited liability company agreement shall not be liable to the Registrant or to any other person bound by the limited liability company agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Registrant and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the limited liability company agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

The provisions of the limited liability company agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties to the limited liability company agreement to replace such other duties and liabilities of such Covered Person.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Each underwriting agreement will generally provide that the underwriter will indemnify the Registrant and its directors, officers and controlling parties against specified liabilities, including liabilities under the Securities Act of 1933 relating to certain information provided or actions taken by the underwriter. The Registrant has been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

II-2

Item 14. Exhibits

Exhibit Index

Exhibit Number	Description
1.1	Form of Underwriting Agreement
3.1	Limited Liability Company Agreement of WF Card Funding, LLC
4.1	Form of Receivables Purchase Agreement
4.2	Form of Indenture
4.3	Form of WFCardSeries Indenture Supplement
4.4	Form of Servicing Agreement
4.5	Form of Transfer Agreement
4.6	Trust Agreement of the WF Card Issuance Trust
4.7	Form of Notes (included as exhibits to Exhibit 4.3)
4.8	Form of Asset Representations Review Agreement
5.1	Opinion of Chapman and Cutler LLP, with respect to legality of the Notes
8.1	Opinion of Chapman and Cutler LLP with respect to tax matters
23.1	Consent of Chapman and Cutler LLP (included in its opinion filed as Exhibits 5.1)
23.2	Consent of Chapman and Cutler LLP (included in its opinion filed as Exhibit 8.1)
24.1	Powers of Attorney*
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Indenture Trustee under the Indenture
36.1	Form of Certification for Shelf Offerings of Asset-Backed Securities

* Previously filed.

II-3

Item 15. Undertakings

(a) Rule 415 Offering.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

(A) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement; and

(B) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is for an offering of asset-backed securities on Form SF-1 or Form SF-3 and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430D:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) and (h) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to Rule 415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-5

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) If the registrant is relying on Rule 430D, with respect to any offering of securities registered on Form SF-3, to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) and Rule 430D.

(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Request for Acceleration of Effective Date or Filing of Registration Statement Becoming Effective Upon Filing.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) Filings Regarding Asset-Backed Securities Incorporating by Reference Subsequent Exchange Act Documents by Third Parties

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Charlotte, North Carolina on May 11, 2021.

WF Card Funding, LLC
(Registrant)
	Acting solely in its capacity as depositor of
	WF Card Issuance Trust
By:	/s/ Jennifer Madara
	Name:	Jennifer Madara
	Title:	Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed on May 11, 2021 by the following persons in the capacities indicated.

Signature	Title
*	President, Director
Le Roy Davis	(Principal Executive Officer)
/s/ Jennifer Madara	Treasurer, Director
Jennifer Madara	(Principal Financial Officer and Principal Accounting Officer)
*	Orlando Figueroa
Orlando Figueroa	Director

* The undersigned, by signing the undersigned name, does hereby sign as attorney-in-fact, on behalf of the persons above, pursuant to the power of attorneys executed by such persons and filed with the Securities and Exchange Commission.

*By:	/s/ Jennifer Madara
	Name:	Jennifer Madara
	Title:	Treasurer
	Attorney-in-fact

II-7

EX-1.1

Exhibit 1.1

[FORM OF UNDERWRITING AGREEMENT]

WF CARD ISSUANCE TRUST

(Issuing Entity)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Sponsor and Servicer)

WF CARD FUNDING, LLC

(Transferor and Depositor)

UNDERWRITING AGREEMENT

(Standard Terms)

[________ __, ____]

[NAME OF UNDERWRITER],

as Underwriter or as Representative

of the Underwriters named in Schedule I to the Terms Agreement

Ladies and Gentlemen:

WF Card Issuance Trust, a Delaware statutory trust (the “Issuing Entity”), and WF Card Funding, LLC, a Delaware limited liability company (the “Company”), as beneficiary (in such capacity, the “Beneficiary”) of the Issuing Entity, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of [________ __, ____], among the Issuing Entity, Wells Fargo Bank, National Association (the “Bank”), as paying agent and note registrar, and U.S. Bank National Association, as trustee (in such capacity, the “Indenture Trustee”), as acknowledged and accepted the Bank, as servicer (in such capacity, the “Servicer”), as supplemented by the WFCardSeries Indenture Supplement, dated as of [________ __, ____], and a Terms Document having the date stated in the applicable Terms Agreement (as so supplemented, and as otherwise amended, restated, or supplemented from time to time, the “Indenture”), each among the Issuing Entity, the Bank, as paying agent and note registrar, and the Indenture Trustee, as acknowledged and accepted the Bank, as servicer. The Issuing Entity is operated pursuant to an Amended and Restated Trust Agreement, dated as of [________ __, ____] (as amended, restated, or supplemented from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as acknowledged and accepted by the Issuing Entity. The Notes will be secured by certain assets of the Issuing Entity, as described below (collectively, the “Collateral”).

The Bank and the Company have entered into a Receivables Purchase Agreement, dated as of [________ __, ____] (as amended, restated, or supplemented from time to time, the “Receivables Purchase Agreement”), whereby the Bank sells to the Company all receivables arising in certain of the accounts designated by the Bank. The Company has transferred and proposes to continue to transfer credit card receivables to the Issuing Entity pursuant to a Transfer Agreement, dated as of [________ __, ____] (as amended, restated, or supplemented from time to time, the “Transfer Agreement”), between the Transferor and the Issuing Entity. The assets of the Issuing Entity include, among other things, certain amounts due on a pool of VISA^® and American Express^® revolving credit card accounts of the Bank (the “Receivables”), proceeds of credit insurance policies relating to the Receivables. The Receivables (and the related accounts) will be subject to review by Clayton Fixed Income Services LLC (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement,

dated as of [________ __, ____] (as amended, restated, or supplemented from time to time, the “Asset Representations Review Agreement”), among the Company, the Bank, the Servicer and the Asset Representations Reviewer. Pursuant to the Servicing Agreement, dated as of [________ __, ____], (as amended, restated, or supplemented from time to time, the “Servicing Agreement”), among the Servicer, the Issuing Entity, and the Company, the Servicer has agreed to service the Receivables on behalf of the Issuing Entity.

The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuing Entity through [_], as underwriter, or through certain underwriters which include [_], one or more of which may with [_] act as a representative of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”; any representative thereof may be referred to herein as the “Representative,” which, if the context herein does require, shall include [_] in its capacity as an Underwriter of any Notes or as a Representative). Notes sold to the Underwriters for which [_] is the Representative shall be sold pursuant to a Terms Agreement by and between the Issuing Entity, the Company, the Bank and the Representative, a form of which is attached hereto as Exhibit A (a “Terms Agreement”), which incorporates by reference this Underwriting Agreement (the “Agreement,” which may include the applicable Terms Agreement if the context so requires). The term “applicable Terms Agreement” means the Terms Agreement dated the date hereof.

To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture, the Transfer Agreement, or the Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture, the Transfer Agreement, or the Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranche of notes issued by the Issuing Entity.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission and is currently effective. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such final prospectus, in the form most recently revised and filed with the Commission pursuant to Rule 424(b), together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus”).

Prior to the time the first contract of sale for the Notes designated in the applicable Terms Agreement was entered into (such time, as set forth in the applicable Terms Agreement, the “Time of Sale”),

2

the Company had prepared a Preliminary Prospectus, dated [________ __, ____] (subject to completion). As used herein, “Preliminary Prospectus” means, with respect to any date or time referred to herein, the most recent Preliminary Prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Company to the Underwriters in accordance with the provisions hereof.

Upon the execution of this Agreement and the applicable Terms Agreement, the Company agrees with the Underwriters as follows:

1. Subject to the terms and conditions set forth herein and in the applicable Terms Agreement, the Company agrees to cause the Issuing Entity to issue and deliver the Notes to the several Underwriters as hereinafter provided, and each of the Underwriters, upon the basis of the representations, warranties and covenants herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Issuing Entity the respective principal amount of the Notes set forth opposite such Underwriter’s name on Schedule I to the applicable Terms Agreement. The Notes are to be purchased by the Underwriters at the purchase price(s) set forth in such Terms Agreement.

2. The Company understands that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after the Registration Statement and this Agreement and the applicable Terms Agreement have become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus.

3. Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made to the Company or to its order by wire transfer of same day funds at 9:00 A.M., New York City time, on the Closing Date (as hereinafter defined), or at such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Notes are referred to herein as the “Closing Date” and are set forth in the applicable Terms Agreement. As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City or North Carolina.

4. Upon the execution of the applicable Terms Agreement, the Bank represents, warrants and covenants to each Underwriter that:

(a) The Bank has been duly organized and is validly existing as a national banking association in good standing under the laws of the United States, with power and authority (corporate and other) to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus and to execute, deliver and perform the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement and to consummate the transactions contemplated by the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Bank and its subsidiaries (other than the Company and other bankruptcy-remote, special-purpose subsidiaries), taken as a whole;

(b) No consent, approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Bank for its consummation of the transactions contemplated by the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement, except such as have been obtained and made under the Act, such as may be required under state

3

securities laws and the filing of any financing statements required to perfect the Company’s interest in the Receivables;

(c) The Bank is not in violation of its organizational documents or in default in its performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement or the applicable Terms Agreement. The execution, delivery and performance by the Bank of the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement, and its compliance with the terms and provisions hereof and thereof applicable to the Bank, will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank, or any of its properties or any agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the organizational documents of the Bank; and the Bank has full power and authority to enter into the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement;

(d) Other than as set forth or contemplated in the Preliminary Prospectus or the Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries (other than the Company and other bankruptcy-remote, special-purpose subsidiaries) is or may be a party or to which any property of the Bank or its subsidiaries (other than the Company and other bankruptcy-remote, special-purpose subsidiaries) is or may be the subject which, if determined adversely to the Bank or those subsidiaries, could individually or in the aggregate reasonably be expected to have a material adverse effect on (i) the interests of the holders of the Notes or (ii) the ability of the Bank to perform its obligations under the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement; and there are no contracts or other documents to which the Bank is a party of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Preliminary Prospectus or the Prospectus which are not filed or described as required;

(e) Neither the execution, delivery and performance by the Bank of its obligations under the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement, nor the consummation by the Bank of any other of the transactions contemplated in the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement will conflict with, result in a breach of or cause a default under any judgment, order, or decree that is binding on the Bank or its properties or any material indenture, or other material agreement or instrument to which the Bank is a party or by which it or its properties are bound;

(f) The Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Bank and, when executed and delivered by the other parties hereto and thereto, each of the Receivables Purchase Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement will constitute a valid and binding agreement of the Bank;

(g) The Bank has provided a written representation to each of the nationally recognized statistical rating organizations hired by the Bank, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 (“Rule 17g-5”) of the Securities Exchange Act of 1934, as amended (the “Exchange

4

Act”), as amended (the “17g-5 Representation”). The Bank has complied, and will continue to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes;

(h) The Issuing Entity is not now, and following the issuance of the Notes will not be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Issuing Entity is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956 (hereinafter referred to as the “Volcker Rule”). In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the Volcker Rule may be available, the Bank has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act;

(i) The Bank has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity in connection with the transactions contemplated by this Agreement and the applicable Terms Agreement; and

(j) The Bank is the appropriate entity to comply with all of the requirements imposed on the sponsor of a securitization transaction in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), implementing the credit risk retention requirements of Section 15G of the Exchange Act. The Bank expects to comply, as of the date hereof, and will comply, as of the Closing Date, with the Credit Risk Retention Rules, either directly or (to the extent permitted by the Credit Risk Retention Rules) through a “Wholly-Owned Affiliate” (as defined in the Credit Risk Retention Rules). The Bank, or one or more of its Wholly-Owned Affiliates, expects to satisfy, as of the date hereof, and will satisfy, on the Closing Date, the Credit Risk Retention Rules by maintaining a “seller’s interest” (as defined in the Credit Risk Retention Rules) of not less than 5% of the aggregate unpaid principal balance of all outstanding investor “ABS Interests” (as defined in the Credit Risk Retention Rules) in the Issuing Entity, determined in accordance with the Credit Risk Retention Rules, without any impermissible transfer, hedging or financing of such retained interest.

5. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter that:

(a) The Registration Statement on Form SF-3 (having the registration number stated in the applicable Terms Agreement), including the form of prospectus and such amendments thereto as may have been required on the date of the applicable Terms Agreement, relating to the Notes, has been filed with the Commission and such Registration Statement as amended has become effective and remains effective. The conditions to the use of a shelf registration statement on Form SF-3 under the Act, as set forth in the General Instructions to Form SF-3, have been satisfied with respect to the Company and the Registration Statement;

(b) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission, and on the effective date of the Registration Statement, each of the Registration Statement, the Preliminary Prospectus and the Prospectus conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission under the Act (the “Rules and Regulations”) (with the exception that the Registration Statement does not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which have been omitted from the Registration Statement in reliance on the no-action letter

5

provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010)), and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the applicable Terms Agreement, each of the Registration Statement, the Preliminary Prospectus and the Prospectus conform, and at the time of filing of the Prospectus pursuant to Rule 424(b) such documents will conform in all respects to the requirements of the Act and the Rules and Regulations (with the exception that the Registration Statement will not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which will be omitted from the Registration Statement in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010)), and on the Closing Date each of the Registration Statement, the Preliminary Prospectus and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations (with the exception that the Registration Statement will not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which will be omitted from the Registration Statement in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010)), and neither of such documents will include on the date of the applicable Terms Agreement and on the Closing Date any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with Underwriter Information (as defined in Section 10(b) below);

(c) The Preliminary Prospectus, when read together with the Ratings Issuer Free Writing Prospectus (as defined below), at the Time of Sale did not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus); provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with Underwriter Information;

(d) The Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, other than the Preliminary Prospectus, the Prospectus, and the issuer free writing prospectus, as defined in Rule 433(h) under the Act, approved in advance by the Underwriters and filed with the Commission in accordance with Rule 433 under the Act on or about [________ __, ____] (such issuer free writing prospectus, as so amended, the “Ratings Issuer Free Writing Prospectus”), which discloses the ratings issued on the Notes by the nationally recognized statistical rating organizations hired by the Bank to rate the Notes (the “Hired NRSROs”);

(e) As of the Closing Date, the representations and warranties of the Company in the Receivables Purchase Agreement, and the Transfer Agreement and the Asset Representations Review Agreement will be true and correct in all material respects;

(f) The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Preliminary

6

Prospectus and the Prospectus and to execute, deliver and perform the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement and the applicable Terms Agreement and has been duly qualified as a foreign limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries (if any), taken as a whole;

(g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Company for its consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Trust Agreement the Receivables Purchase Agreement, the Transfer Agreement or the Servicing Agreement or the Asset Representations Review Agreement, except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Issuing Entity’s interest in the Receivables or the Indenture Trustee’s interest in the Collateral;

(h) The Company is not in violation of its limited liability company agreement or in default in its performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement, this Agreement or the applicable Terms Agreement. The execution, delivery and performance by the Company of this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement and the Servicing Agreement and the Asset Representations Review Agreement, and the issuance and delivery of the Notes and its compliance with the terms and provisions hereof and thereof applicable to the Company, will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company, or any of its properties or any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject, or the limited liability company agreement of the Company;

(i) Other than as set forth or contemplated in the Preliminary Prospectus or the Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which any of the Company or its subsidiaries (if any) is or may be a party or to which any property of the Company or its subsidiaries (if any) is or may be the subject which, if determined adversely to the Company or those subsidiaries (if any), could individually or in the aggregate reasonably be expected to have a material adverse effect on (i) the interests of the holders of the Notes or (ii) the ability of the Company to perform its obligations under this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement or the Asset Representations Review Agreement; and there are no contracts or other documents to which the Company is a party of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Preliminary Prospectus or the Prospectus which are not filed or described as required;

(j) Neither the execution, delivery and performance by the Company of its obligations under this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, or the Transfer Agreement, or the Asset Representations Review Agreement, the

7

transfer of the Receivables to the Issuing Entity, nor the consummation by the Company of any other of the transactions contemplated in this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, or the Transfer Agreement, or the Asset Representations Review Agreement will conflict with, result in a breach of or cause a default under any judgment, order, or decree that is binding on the Company or its properties or any material indenture, or other material agreement or instrument to which the Company is a party or by which it or its properties are bound;

(k) The Company has complied and, at and as of the Closing Date, shall have complied in all material respects with Rule 193 of the Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB under the Act in connection with the offering of the Notes;

(l) The Company was not, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act;

(m) The Issuing Entity is not now, and following the issuance of the Notes will not be, required to be registered under the 1940 Act. The Issuing Entity is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the Volcker Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the Volcker Rule may be available, the Company has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act; and

(n) The Company has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity in connection with the transactions contemplated by this Agreement and the applicable Terms Agreement.

6. Upon the execution of the applicable Terms Agreement, the Issuing Entity represents, warrants and covenants to each Underwriter that:

(a) The Registration Statement on Form SF-3 (having the registration number stated in the applicable Terms Agreement), including the form of prospectus and such amendments thereto as may have been required on the date of the applicable Terms Agreement, relating to the Notes, has been filed with the Commission and such Registration Statement as amended has become effective and remains effective. The conditions to the use of a shelf registration statement on Form SF-3 under the Act, as set forth in the General Instructions to Form SF-3, have been satisfied with respect to the Issuing Entity and the Registration Statement;

(b) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Issuing Entity, threatened by the Commission, and on the effective date of the Registration Statement, each of the Registration Statement, the Preliminary Prospectus and the Prospectus conformed in all material respects to the requirements of the Act and the Rules and Regulations (with the exception that the Registration Statement did not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which have been omitted from the Registration Statement in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010)), and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of the applicable Terms Agreement, each of the Registration Statement, the

8

Preliminary Prospectus and the Prospectus conform, and at the time of filing of the Prospectus pursuant to Rule 424(b) such documents will conform in all respects to the requirements of the Act and the Rules and Regulations (with the exception that the Registration Statement will not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which will be omitted from the Registration Statement in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010)), and on the Closing Date each of the Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations (with the exception that the Registration Statement will not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which will be omitted from the Registration Statement in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010)), and neither of such documents will include on the date of the applicable Terms Agreement and on the Closing Date any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with Underwriter Information;

(c) The Preliminary Prospectus, when read together with the Ratings Issuer Free Writing Prospectus, at the Time of Sale did not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the Prospectus); provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with Underwriter Information;

(d) Other than the Preliminary Prospectus, the Prospectus, and the Ratings Issuer Free Writing Prospectus, the Issuing Entity (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes;

(e) As of the Closing Date, the representations and warranties of the Issuing Entity in the Indenture will be true and correct in all material respects;

(f) The Issuing Entity has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus and to execute, deliver and perform the Indenture, and to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Indenture;

(g) As of the Closing Date, the Notes have been duly authorized, and, when executed, issued and delivered pursuant to the Indenture, duly authenticated by the Indenture Trustee and paid for by the Underwriters in accordance with this Agreement and the applicable Terms Agreement, will be duly and validly executed, authenticated, issued and delivered and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Issuing Entity and, when executed and delivered by the Issuing Entity and the Indenture Trustee, the Indenture will constitute a valid and binding agreement of the Issuing Entity; and the Notes and the Indenture conform to the descriptions thereof in the Preliminary Prospectus and the Prospectus in all material respects;

9

(h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Issuing Entity for its consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement or the Indenture, except such as have been obtained and made under the Act, such as may be required under state securities laws and with respect to the filing of any financing statements required to perfect the Indenture Trustee’s interest in the Collateral;

(i) The Issuing Entity is not in violation of its organizational documents or in default in its performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions by the Issuing Entity contemplated herein or in the Indenture. The execution, delivery and performance by the Issuing Entity of this Agreement, the applicable Terms Agreement and the Indenture, and the issuance and delivery of the Notes and its compliance with the terms and provisions hereof and thereof applicable to the Issuing Entity will not result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuing Entity or any of its properties or any agreement or instrument to which the Issuing Entity is a party or by which the Issuing Entity is bound or to which any of the properties of the Issuing Entity is subject, or the organizational documents of the Issuing Entity; and the Issuing Entity has full power and authority to sell the Notes as contemplated by this Agreement, the applicable Terms Agreement and the Indenture;

(j) Other than as set forth or contemplated in the Preliminary Prospectus or the Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Issuing Entity, threatened to which the Issuing Entity is or may be a party or to which any property of the Issuing Entity is or may be the subject which, if determined adversely to the Issuing Entity, could individually or in the aggregate reasonably be expected to have a material adverse effect on the interests of the holders of the Notes; and there are no contracts or other documents to which the Issuing Entity is a party of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Preliminary Prospectus or the Prospectus which are not filed or described as required;

(k) This Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Issuing Entity and, when executed and delivered by the other parties hereto and thereto, each of this Agreement and the applicable Terms Agreement will constitute a valid and binding agreement of the Issuing Entity;

(l) The Indenture has been duly authorized, executed and delivered by the Issuing Entity and, when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of the Issuing Entity;

(m) The Issuing Entity is not now, and following the issuance of the Notes, will not be required to be registered under the 1940 Act. The Issuing Entity is not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, a “covered fund” for purposes of the Volcker Rule. In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the 1940 Act or the Volcker Rule may be available, the Issuing Entity has relied on the exclusion from registration set forth in Rule 3a-7 under the 1940 Act; and

(n) The Issuing Entity has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity in connection with the transactions contemplated by this Agreement.

10

7. Upon the execution of the applicable Terms Agreement, the Company and the Issuing Entity, jointly and severally, covenant and agree with the several Underwriters that:

(a) Immediately following the execution of this Agreement, the Company and the Issuing Entity will prepare the Prospectus setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Preliminary Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price (if applicable), the selling concessions and allowances (if applicable) and such other information as the Company and the Issuing Entity deem appropriate. The Company and the Issuing Entity will transmit the Prospectus to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b).

(b) The Issuing Entity will deliver (or the Company will cause the Issuing Entity to deliver), at the expense of the Company, to the Representative, two signed copies of the Registration Statement and each amendment thereto, in each case including exhibits, and to each Underwriter a conformed copy of the Registration Statement and each amendment thereto, in each case without exhibits and, during the period mentioned in paragraph (e) below, to each of the Underwriters as many copies of the Prospectus (including all amendments and supplements thereto) as the Representative may reasonably request.

(c) Before filing any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus, whether before or after the time the Registration Statement becomes effective, the Company or the Issuing Entity will furnish to the Representative a copy of the proposed amendment or supplement.

(d) The Company and the Issuing Entity will advise the Representative promptly, and will confirm such advice in writing, (i) when any amendment to the Registration Statement shall have become effective, (ii) when any supplement or amendment to the Preliminary Prospectus or the Prospectus has been filed, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose, and (v) of the receipt by the Company or the Issuing Entity of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use their best efforts to prevent the issuance of any such stop order or notification and, if issued, to obtain as soon as possible the withdrawal thereof.

(e) The Company will, if during such period of time after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters a Prospectus relating to the Notes is required by law to be delivered (including any such delivery as contemplated by Rule 172 under the Act) in connection with sales by an Underwriter or dealer, (i) any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or (ii) it is necessary to amend or supplement the Prospectus to comply with the law, forthwith prepare and furnish, at the expense of the Company, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company and the Issuing Entity) to which Notes may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, a copy of such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with the law.

11

(f) The Issuing Entity will endeavor to qualify (or the Company will cause the Issuing Entity to qualify) the Notes for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes and to pay all fees and expenses (including fees and disbursements of counsel to the Underwriters) reasonably incurred in connection with such qualification and in connection with the determination of the eligibility of the Notes for investment under the laws of such jurisdictions as the Representative may designate; provided, however, that neither the Company nor the Issuing Entity shall be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided further that neither the Company nor the Issuing Entity shall be required to file a general consent to service of process in any jurisdiction.

(g) On or before December 31 of the year following the year in which the Closing Date occurs, the Company will cause the Issuing Entity to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Issuing Entity occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.

(h) So long as any of the Notes are outstanding, the Issuing Entity or the Company will furnish to the Representative copies of all reports or other communications (financial or other) furnished to holders of the Notes and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange.

(i) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, neither the Company nor the Issuing Entity will offer, sell, contract to sell or otherwise dispose of any credit card backed securities with the same term and other characteristics identical to the Notes without the prior written consent of the Representative.

(j) The Company will cause the Notes to be registered in a timely manner pursuant to the Exchange Act and the Indenture to be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(k) To the extent, if any, that the rating provided with respect to the Notes by the Hired NRSROs is conditional upon the furnishing of documents or the taking of any other reasonable action by the Company or the Issuing Entity agreed upon on or prior to the Closing Date, the Company or the Issuing Entity, as applicable, shall furnish such documents and take any such other reasonable action.

8. The Company will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Preliminary Prospectus, the Prospectus, and the Ratings Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery, as applicable, of this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement, the Indenture and any

12

blue sky memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Company’s counsel and accountants and (vii) all costs and expenses payable to the Hired NRSROs in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Company for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 8 and Sections 10, 11 and 14 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

9. The several obligations of the Underwriters hereunder are subject to the performance by the Company, the Bank and the Issuing Entity of their respective obligations hereunder and under the applicable Terms Agreement and to the following additional conditions:

(a) On or prior to the Closing Date, you shall have received a letter or letters of a nationally recognized independent accounting firm selected by the Company and the Bank and reasonably acceptable to you confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder, and substantially in the form heretofore agreed and otherwise in form and in substance satisfactory to the Representative and its counsel.

(b) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the Rules and Regulations and in accordance with Section 7(a) of this Agreement; and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or, to the knowledge of the Company or the Issuing Entity, threatened by the Commission; and all requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to the satisfaction of the Representative.

(c) The representations and warranties of the Bank, the Company and the Issuing Entity contained herein are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date (unless they expressly speak as of another time), and each of the Bank, the Company and the Issuing Entity shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder and under the applicable Terms Agreement at or prior to the Closing Date.

(d) The Representative shall have received an opinion of Chapman and Cutler LLP, special counsel for the Bank, the Company and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, to the effect that:

(i) The Registration Statement has become effective under the Act and each of the Preliminary Prospectus and the Prospectus has been filed with the Commission, pursuant to Rule 424(b) promulgated under the Act; to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and each of the Registration Statement, the Preliminary Prospectus and the Prospectus (other than the financial and statistical information therein as to which such counsel express no opinion), as of their respective effective date or date of issuance, complied as to form in all material respects with the requirements of the Act and the rules and regulations promulgated thereunder;

13

(ii) This Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement, the Indenture and the Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, in the form in which it became effective, the Preliminary Prospectus and the Prospectus;

(iii) The Issuing Entity is not now, nor immediately following the sale of the Notes pursuant to this Agreement and the applicable Terms Agreement will be, required to be registered under the 1940 Act, such opinion shall specify one or more exclusions or exemptions from registration under the 1940 Act (other than Section 3(c)(1) or 3(c)(7) thereof) upon which Issuing Entity is relying (although other statutory or regulatory exclusions or exemptions may be available);

(iv) The Indenture has been qualified under the Trust Indenture Act;

(v) Subject to the discussion of alternative characterizations and risks discussed in the Preliminary Prospectus and the Prospectus under the heading “Federal Income Tax Consequences,” for federal income tax purposes (i) the Notes will be characterized as debt and (ii) the Issuing Entity will not be classified as an association or as a publicly traded partnership taxable as a corporation; and

(vi) The statements in the Preliminary Prospectus and the Prospectus under the headings “Federal Income Tax Consequences” and “Benefit Plan Investors,” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

With respect to the opinion expressed in subclause (i) above, special counsel for the Bank, the Company and the Issuing Entity shall note that the Registration Statement does not include the ratings of the Notes as required by Items 1103(a)(9) and 1120 of Regulation AB, 17 C.F.R. 229.1103(a)(9) and 17 C.F.R. 229.1120, which have been omitted from the Registration Statement in reliance on the no-action letter provided by the Commission to Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC (July 22, 2010), as extended indefinitely by the Commission (November 23, 2010).

Such counsel also shall state that they have participated in conferences with representatives of the Bank, the Company, the Issuing Entity and their accountants, the Underwriters and counsel to the Underwriters concerning the Registration Statement, the Preliminary Prospectus, the Prospectus, and the Ratings Issuer Free Writing Prospectus, and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements (except as stated in paragraphs (v) and (vi) above) and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that (i) the Registration Statement, when taken together with the Ratings Issuer Free Writing Prospectus (excluding any exhibits filed therewith), at the time it became effective, insofar as it relates to the Notes, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) the Preliminary Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus, as of the Time of Sale, insofar as it relates to the Notes, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, when taken together with the Ratings Issuer Free Writing Prospectus, as of its date or as of the Closing Date, insofar as it relates to the Notes, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that the Preliminary

14

Prospectus as of the Time of Sale contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this paragraph with respect to the financial statements, supporting schedules and other financial or statistical information contained in the Registration Statement, the Prospectus or the Preliminary Prospectus or, in the case of the Preliminary Prospectus, the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus). References to the Preliminary Prospectus or the Prospectus in this paragraph include any amendments or supplements thereto.

(e) The Representative shall have received an opinion or opinions of Chapman and Cutler LLP, special counsel for the Bank, the Company and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to certain matters relating to the transfer by the Bank of the Receivables to the Company under the Federal Deposit Insurance Act. In addition, the Representative shall have received a reliance letter with respect to any opinion that the Bank, the Company or the Issuing Entity is required to deliver to a Hired NRSRO, unless the Representative is entitled to receive a substantially similar opinion on the same subject matter under this Agreement or the applicable Terms Agreement.

(f) The Representative shall have received a reliance letter with respect to any opinion delivered by [_] (or such other counsel as may be named in the applicable Terms Agreement), special Delaware counsel to the Company and the Issuing Entity, to the Hired NRSROs, which opinion shall include (a) matters relating to the perfection of the Issuing Entity’s interest in the Receivables and shall provide that the characterization of the Issuing Entity for federal income tax purposes will be determinative of the character of the Issuing Entity under the laws of the State of Delaware concerning any tax imposed on or measured by income and (b) matters relating to the enforceability of the Indenture against the Indenture Trustee.

(g) The Representative shall have received an opinion of [_], special South Dakota counsel to the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, with respect to (i) the perfection of the Company’s interest in the Receivables and (ii) matters relating to the perfection of the Indenture Trustee’s interest in the Collateral and the proceeds thereof.

(h) The Representative shall have received from Morgan, Lewis & Bockius LLP, special counsel to the Underwriters, a “negative assurance” letter, dated as of the Closing Date, with respect to certain information contained in the Preliminary Prospectus and the Prospectus, in form and substance reasonably satisfactory to the Representative.

(i) The Representative shall have received a certificate, dated the Closing Date, of a Vice President or more senior officer of the Bank in which such officer, to his or her knowledge after due inquiry, shall state that the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, that the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement and the applicable Terms Agreement at or prior to the Closing Date, that the representations and warranties of the Bank in the Receivables Purchase Agreement and the Servicing Agreement are true and correct in all material respects as of the dates specified in the Receivables Purchase Agreement and the Servicing Agreement, as applicable, and that, subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Bank’s credit card business except as set forth in or contemplated by the Preliminary Prospectus or the Prospectus.

15

(j) The Representative shall have received a certificate, dated the Closing Date, of an authorized officer of the Company in which such officer, to his or her knowledge after due inquiry, shall state (i) that the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement and the applicable Terms Agreement at or prior to the Closing Date, (iii) that the representations and warranties of the Company in the Receivables Purchase Agreement, and the Transfer Agreement and the Asset Representations Review Agreement are true and correct in all material respects as of the dates specified in the Receivables Purchase Agreement, and the Transfer Agreement and the Asset Representations Review Agreement, as applicable, (iv) that the Registration Statement has become effective and remains effective, (v) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission and (vi) that, subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Company’s credit card business except as set forth in or contemplated by the Preliminary Prospectus or the Prospectus.

(k) The Representative shall have received an opinion of [_], special Delaware counsel to the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, with respect to the grant of the Collateral and the proceeds thereof to the Indenture Trustee for the benefit of the Noteholders and with respect to the creation and perfection of the Indenture Trustee’s interest in the Collateral and the proceeds thereof.

(l) The Representative shall have received an opinion of [_], counsel to the Owner Trustee, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, to the effect that:

(i) The Owner Trustee is validly existing as a national banking association with trust powers under the federal laws of the United States of America;

(ii) The Owner Trustee has the corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement and to execute, deliver and perform its obligations under the Trust Agreement;

(iii) The Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms;

(iv) Neither the execution, delivery and performance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of the Trust Agreement, nor the consummation of the transactions by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware or the United States of America governing the trust powers of the Owner Trustee (other than the filing of the certificate of trust with the Delaware Secretary of State, which certificate of trust has been duly filed); and

(v) Neither the execution, delivery and performance by the Owner Trustee, in its individual capacity or as Owner Trustee, as the case may be, of the Trust Agreement, nor the consummation of the transactions by the Owner Trustee, in its individual capacity or as Owner Trustee, as

16

the case may be, contemplated thereby, is in violation of the charter or bylaws of the Owner Trustee or of any law, governmental rule or regulation of the State of Delaware or of the United States of America governing the trust powers of the Owner Trustee.

(m) The Representative shall have received an opinion of [_], special South Dakota counsel to the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, substantially to the effect that:

(i) The Bank is a national banking association existing under the laws of the United States of America, is in good standing with the U.S. Comptroller of the Currency and is authorized to transact the business of banking;

(ii) The Bank has the entity power and authority to acquire, own and service the Receivables and to execute and deliver, and perform its obligations under, this Agreement, the applicable Terms Agreement, the Indenture, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement;

(iii) The Bank has taken all necessary action to authorize the execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement. This Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement have been duly authorized, executed and delivered by the Bank;

(iv) The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement by the Bank will not violate the Bank’s Articles of Association or Bylaws;

(v) The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement by the Bank will not violate any law, rule or regulation of the State of South Dakota generally applicable to transactions of the type contemplated by this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement or the Asset Representations Review Agreement (except that such counsel need not express any opinion with respect to the state securities or “blue sky” laws of the State of South Dakota); and

(vi) No authorization, consent, approval or order of any State of South Dakota court or any State of South Dakota governmental or administrative body is required to be obtained by the Bank under the laws of the State of South Dakota generally applicable to transactions of the type contemplated by this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement or the Asset Representations Review Agreement solely as result of the execution and delivery by the Bank of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement, or the performance by the Bank of its obligations hereunder or thereunder (other than, from time to time as necessary and appropriate, the filing of financing statements with the Secretary of State of the State of South Dakota).

(n) The Representative shall have received an opinion of in-house counsel to the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing

17

Date, in form and substance satisfactory to the Representative and its counsel, substantially to the effect that:

(i) The consummation by the Bank of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset representations Review Agreement, does not conflict with or result in a breach or violation of, or constitute a default under, any existing federal law, rule or regulation of the United States generally applicable to the transactions of the type contemplated by this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement; and

(ii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Bank of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset representations Review Agreement, except any consent, approval, authorization or order as has been obtained.

(o) The Representative shall have received an opinion of [_], special Delaware counsel to the Bank, the Company and the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, substantially to the effect that:

(i) The execution and delivery by the Bank of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement, and the performance by the Bank of its obligations hereunder or thereunder, do not violate any Delaware law, rule or regulation;

(ii) No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required to be obtained by the Bank solely as result of the execution and delivery by the Bank of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement, the Servicing Agreement and the Asset Representations Review Agreement, or the performance by the Bank of its obligations hereunder or thereunder;

(iii) The Company has been duly formed and is validly existing in good standing as a limited liability company under the laws of Delaware;

(iv) The Company has all requisite limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, and the Servicing Agreement, and the Asset Representations Review Agreement;

(v) Each of this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, and the Servicing Agreement, and the Asset Representations Review Agreement has been duly authorized by all requisite limited liability company action on the part of the Company, and has been duly executed and delivered by the Company;

(vi) None of the execution, delivery and performance by the Company of its obligations under this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, or the Asset Representations Review Agreement, the transfer of the Initial Receivables and the Additional Receivables

18

(as defined in such opinion) to the Issuing Entity, or the consummation of any other of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, or the Servicing Agreement, or the Asset Representations Review Agreement violates the provisions of the Company’s limited liability company agreement;

(vii) The Issuing Entity has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.C. § 3801, et seq. (referred to in this subsection (o) as the “Act”);

(viii) The Trust Agreement is a legal, valid and binding obligation of the Owner Trustee, the Beneficiary and the Transferor, enforceable against the Owner Trustee, the Beneficiary and the Transferor, in accordance with its terms;

(ix) Each of the Indenture, the Indenture Supplement and the Terms Document is a legal, valid and binding obligation of the Issuing Entity and the Indenture Trustee enforceable against the Issuing Entity and the Indenture Trustee, in accordance with its terms;

(x) The Trust Agreement and the Act authorize the Issuing Entity to execute and deliver the Indenture and the other transaction documents referred to in such opinion (collectively referred to in this subsection (o) as the “Trust Documents”), to issue the Notes and the trust certificate (referred to in this subsection (o) as the “Trust Certificate”) and to grant the Collateral to the Indenture Trustee as security for the Notes;

(xi) The Issuing Entity has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the Trust Documents, the Notes and the Trust Certificate;

(xii) Under the Trust Agreement and the Act, the execution and delivery by the Issuing Entity of the Trust Documents, the Notes, and the Trust Certificate, and the performance by the Issuing Entity of its obligations thereunder, have been duly authorized by the requisite trust action on the part of the Issuing Entity, and the Notes have been duly delivered by the Issuing Entity;

(xiii) No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required to be obtained by the Company solely as a result of the execution and delivery by the Company of this Agreement, the applicable Terms Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement and any other transaction documents referred to in such opinion (collectively referred to in this subsection (o) as the “Transaction Documents”) to which it is a party, or the performance by the Company of its obligations thereunder;

(xiv) The execution and delivery by the Company of the Transaction Documents to which it is a party, and the performance by the Company of its obligations thereunder, do not violate (i) any Delaware law, rule or regulation, or (ii) the certificate of formation of the Company or the limited liability company agreement of the Company;

(xv) The Trust Certificate has been validly issued and is entitled to the benefits of the Trust Agreement;

(xvi) When the Notes have been duly executed and delivered by the Issuing Entity, authenticated by the Indenture Trustee in accordance with the Indenture and delivered and paid for by the Underwriters pursuant to this Agreement, the holder of record of any Note will be entitled

19

to the benefits afforded by the Indenture, and the Notes will constitute the legal, valid and binding obligations of the Issuing Entity enforceable against the Issuing Entity in accordance with their terms;

(xvii) Neither the execution, delivery and performance by the Issuing Entity of the Trust Documents, the Notes or the Trust Certificate, nor the consummation by the Issuing Entity of any of the transactions by the Issuing Entity contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Delaware Secretary of State (which certificate of trust has been duly filed) and the filing of any financing statements with the Delaware Secretary of State in connection with the Trust Documents;

(xviii) Neither the execution, delivery and performance by the Issuing Entity of the Trust Documents, nor the consummation by the Issuing Entity of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuing Entity;

(xix) Under §3805(b) of the Act, no creditor of the holder of the Trust Certificate shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuing Entity except in accordance with the terms of the Trust Agreement;

(xx) Under §3808(a) and (b) of the Act, the Issuing Entity may not be terminated or revoked by the Beneficiary, and the dissolution, termination or bankruptcy of any holder of the Trust Certificate shall not result in the termination or dissolution of the Issuing Entity, except to the extent otherwise provided in the Trust Agreement;

(xxi) The Owner Trustee is not required to hold legal title to the owner trust estate in order for the Issuing Entity to qualify as a statutory trust under the Act;

(xxii) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the perfection of a security interest in the Collateral;

(xxiii) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the transfer of the Collateral to or from the Issuing Entity;

(xxiv) The corpus of the Issuing Entity is not subject to any personal property or similar ad valorem tax imposed by the State of Delaware;

(xxv) The classification of the Issuing Entity for United States federal income tax purposes, whether as a trust, partnership or association taxable as a corporation, is determinative of the classification of the Issuing Entity for State of Delaware income tax purposes, and, if the Issuing Entity is classified as a partnership for State of Delaware income tax purposes, no State of Delaware income tax is imposed upon the Issuing Entity. For State of Delaware income tax purposes, taxable income would be derived from “federal taxable income,” and for the purpose of ascertaining such taxable income for State of Delaware income tax purposes, the amount of federal taxable income as determined for federal income tax purposes would be determinative, whether such amount of federal taxable income is determined upon a characterization of the transaction as a sale or as a loan;

(xxvi) There is no stamp, documentary or other excise tax imposed by the State of Delaware upon the Notes;

20

(xxvii) There is no income tax imposed by the City of Wilmington, Delaware, upon the Issuing Entity and the City of Wilmington, Delaware, is prohibited by Delaware State law from imposing a personal property tax upon or measured by the corpus of the Issuing Entity; and

(xxviii) The Beneficiary (as defined in the Trust Agreement) is the sole beneficial owner of the Issuing Entity.

(p) The Representative shall have received a certificate, dated the Closing Date, of an authorized representative of the Issuing Entity in which such representative, to his or her knowledge after due inquiry, shall state that the representations and warranties of the Issuing Entity in this Agreement are true and correct in all material respects on and as of the Closing Date, that the Issuing Entity has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and under the applicable Terms Agreement at or prior to the Closing Date, that the representations and warranties of the Issuing Entity in the Indenture are true and correct in all material respects as of the dates specified in the Indenture, that the Registration Statement has become effective and remains effective, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission and that, subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Issuing Entity’s business except as set forth in or contemplated by the Preliminary Prospectus or the Prospectus.

(q) The Representative shall have received an opinion of [_], counsel to the Indenture Trustee, subject to customary qualifications, assumptions, limitations and exceptions dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, to the effect that:

(i) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States of America;

(ii) The Indenture Trustee has the corporate power and authority to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture and has taken all necessary corporate action to authorize the execution and delivery of the Indenture;

(iii) The Indenture Trustee has duly executed and delivered the Indenture;

(iv) The Indenture Trustee has duly executed and authenticated the Notes;

(v) Neither the execution and delivery by the Indenture Trustee of the Indenture, nor the performance by the Indenture Trustee of its obligations thereunder, conflicts with or results in a violation of (x) any law or regulation of the United States of America or the State of New York governing the trust powers of the Indenture Trustee or (y) the organization certificate or by-laws of the Indenture Trustee; and

(vi) No consent, approval or authorization of, or filing with, any governmental authority of the United States of America or the State of New York having jurisdiction over the trust powers of the Indenture Trustee is required for the due execution and delivery of the Indenture by the Indenture Trustee or the performance by the Indenture Trustee of its obligations thereunder, except (x) in each case as have previously been made or obtained and (y) as are required in connection with the Indenture Trustee’s ordinary course conduct of its business.

21

(r) The Representative shall have received an opinion of [_], counsel to the Bank, in its capacity as paying agent and note registrar, subject to customary qualifications, assumptions, limitations and exceptions dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, to the effect that:

(i) The Bank is a national banking association duly organized and validly existing under the laws of the United States of America;

(ii) The Bank, in its capacity as paying agent and note registrar, has the corporate power and authority to accept the trusts imposed by the Indenture and to act as paying agent and note registrar under the Indenture and has taken all necessary corporate action to authorize the execution and delivery of the Indenture;

(iii) The Bank, in its capacity as paying agent and note registrar, has duly executed and delivered the Indenture;

(iv) Neither the execution and delivery by the Bank, in its capacity as paying agent and note registrar, of the Indenture, nor the performance by the Bank, in its capacity as paying agent and note registrar, of its obligations thereunder, conflicts with or results in a violation of (x) any law or regulation of the United States of America or the State of New York governing the trust powers of the Bank or (y) the organization certificate or by-laws of the Bank; and

(v) No consent, approval or authorization of, or filing with, any governmental authority of the United States of America or the State of New York having jurisdiction over the trust powers of the Bank is required for the due execution and delivery of the Indenture by the Bank, in its capacity as paying agent and note registrar, or the performance by the Bank, in its capacity as paying agent and note registrar, of its obligations thereunder, except (x) in each case as have previously been made or obtained and (y) as are required in connection with the Bank’s ordinary course conduct of its business in its capacity as paying agent and note registrar.

(s) You shall have received confirmation of receipt by the Bank of ratings letters from each Hired NRSRO and the Ratings Issuer Free Writing Prospectus shall have been filed with the Commission.

(t) The Representative shall have received an opinion of [_], counsel to the Asset Representations Reviewer, subject to customary scope, qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel.

The Company will furnish you, or cause you to be furnished with, such number of conformed copies of such opinions, certificates, letters and documents as you reasonably request.

10. (a) The Company, the Bank and the Issuing Entity, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include

22

the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus), the Prospectus, or the Ratings Issuer Free Writing Prospectus (but only when read together with the Preliminary Prospectus or the Prospectus, as applicable), or any respective amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company and the Bank; and (iii) against any and all expenses whatsoever (including, subject to Section 10(d) hereof, the reasonable fees and disbursements of counsel chosen by you) as reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that the Company, the Bank and the Issuing Entity will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any such documents in reliance upon and in conformity with Underwriter Information.

(b) Each of the Underwriters, severally and not jointly, agrees to indemnify and hold harmless each of the Company and the Bank, their directors, each of their officers who signed the Registration Statement, the Issuing Entity and each person, if any, who controls the Company, the Bank or the Issuing Entity within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to (i) untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company, the Bank or the Issuing Entity by such Underwriter through the Representative expressly for use in the Registration Statement or the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, which information consists solely of the following information in the Preliminary Prospectus and the Prospectus: (a) the information in the table on the cover page of the Prospectus in the row captioned “Price to public” and (b) the information in the table, the [_] paragraphs under the heading “Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds)” in the Prospectus (collectively, “Underwriter Information”), and (ii) with regard to any investor with whom an Underwriter enters into a contract of sale for the Notes prior to the filing of the final Prospectus, the failure upon the part of such Underwriter to convey (within the meaning of Rule 159 under the Act) the Preliminary Prospectus to such investor at or prior to the time of the contract of sale for such Notes; provided, however, that to the extent such Preliminary Prospectus has been amended or supplemented, the indemnity provided under clause (ii)above shall not inure to the benefit of the Issuing Entity, the Company or the Bank unless such amendment or supplement shall have been delivered to such Underwriter in a reasonable period of time prior to the time of such contract of sale.

(c) Each of the Underwriters, severally and not jointly, agrees to indemnify and hold harmless each of the Company and the Bank, their directors, each of their officers who signed the Registration Statement, the Issuing Entity and each person, if any, who controls the Company, the Bank or the Issuing Entity within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in any Underwriter Free Writing Prospectus (as defined in Section 16(a) herein), or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements

23

therein not misleading; provided, however, that such Underwriter will not be liable in any such case to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement in any Underwriter Free Writing Prospectus (i) made in reliance upon and in conformity with any written information furnished to such Underwriter by the Company, the Bank or the Issuing Entity expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission) in the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Company, the Bank or the Issuing Entity to such Underwriter prior to the time of use of such Underwriter Free Writing Prospectus.

(d) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have other than on account of the indemnity provided by this Section 10; provided, however, that the indemnifying party is not materially prejudiced by such failure to notify. Upon request of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding as incurred. An indemnifying party may participate at its own expense in the defense of any such action and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed in writing to the retention of such counsel, or (ii) the indemnifying party shall not have assumed the defense of such action, with counsel satisfactory to the indemnified party, within a reasonable period following the indemnifying party’s receiving notice of such action, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel separate from their 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. Unless it shall assume the defense of any proceeding, an indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel or any other expenses for which the indemnifying party is obligated under this subsection, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party or, if such settlement provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement, which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, without the consent of the indemnified party.

(e) The indemnity provided by this Section 10 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by the

24

Company, the Bank, the Underwriters, any of their respective directors or officers, or any person controlling the Company, the Bank or the Underwriters, and (iii) acceptance of and payment for any of the Notes. The indemnity provided by this Section 10 will be in addition to any liability that any Underwriter, the Company or the Bank may otherwise have.

11. (a) In order to provide for just and equitable contribution in circumstances in which the indemnity provided for in Section 10 is for any reason held to be unavailable other than in accordance with its terms, the Company, the Bank and the Issuing Entity and the Underwriters, severally and not jointly, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by the indemnity provided for in Section 10 incurred by the Company, the Bank and the Issuing Entity and the Underwriters, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Bank on the one hand and each Underwriter on the other hand from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Bank on the one hand and of each Underwriter on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations (taking into account the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission or failure to comply, and any other equitable considerations appropriate under the circumstances). The relative benefits received by the Company and the Bank on the one hand and the Underwriters on the other hand shall be deemed to be in the same respective portions as the net proceeds (before deducting expenses) received by the Company from the sale of the Notes and the total proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount and commissions bear to the initial public offering price of the Notes and the Company, the Bank and the Issuing Entity are jointly and severally responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The relative fault of the Company and the Bank on the one hand and of each Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Bank or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; and no Underwriter shall be obligated to contribute more than its share of underwriting discounts and commissions and other fees pertaining to the Notes less any damages otherwise paid by such Underwriter with respect to any such loss, liability, claim, damage or expense. It is hereby acknowledged that the respective Underwriters’ obligations under this Section 11 shall be several and not joint. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, each director of the Company or the Bank, and each person, if any, who controls the Company, the Bank or the Issuing Entity within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company, the Bank or the Issuing Entity.

(b) The parties hereto agree that it would not be just and equitable if contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take account of the considerations referred to in subsection (a) above. The amount paid or payable by an indemnified party as a result of the losses, liabilities, claims, damages or expenses referred to in Section 10 hereof or this Section 11 shall be deemed to include any legal fees and disbursements or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim except where the indemnified party is required to bear such expenses, which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent

25

that it is reasonable to believe that the indemnifying party will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to the party which made such payment. The remedies provided for in Section 10 hereof and this Section 11 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

(c) The contribution agreements contained in this Section 11 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by the Company, the Bank, the Underwriters, any of their respective directors or officers, or any person controlling the Company, the Bank or the Underwriters, and (iii) acceptance of and payment for any of the Notes.

12. Notwithstanding anything herein contained, this Agreement and the applicable Terms Agreement may be terminated in the absolute discretion of the Representative, by notice given to the Company, if after the execution and delivery of this Agreement and the applicable Terms Agreement and prior to the Closing Date (i) there has occurred any material adverse change or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, financial position, stockholders’ equity or results of operation of the Bank, the Company or Wells Fargo & Company, and their respective subsidiaries (if any), taken as a whole, the effect of which in the reasonable judgment of the Representative materially impairs the investment quality of the Notes; (ii) trading generally shall have been suspended or materially limited on or by, as the case may be, the New York Stock Exchange; (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities; (iv) there shall have occurred any outbreak or escalation of hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impracticable or inadvisable to proceed with completion of the sale and payment for the Notes; or (v) if a material disruption in securities settlement, payments or clearance services in the United States or other relevant jurisdiction shall have occurred and be continuing on the Closing Date, or the effect of which is such as to make it, in the reasonable judgment of the Representative, impractical to market the Notes or to enforce contracts for the sale of the Notes.

13. If any Underwriter defaults in its obligations to purchase Notes hereunder and the aggregate principal amount of the Notes that such defaulting Underwriter agreed but failed to purchase does not exceed 25% of the total principal amount of such Notes, the Representative may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the Notes that such defaulting Underwriter agreed but failed to purchase. If any Underwriter so defaults and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 25% of the total principal amount of such Notes and arrangements satisfactory to the Representative and the Company for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Sections 10 and 11 of this Agreement. Nothing herein will relieve a defaulting Underwriter from liability for its default.

14. If for any reason other than as set forth in Section 13 of this Agreement the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 8 of this Agreement and the respective obligations of the Bank, the Company, the Issuing Entity, and the Underwriters pursuant to Sections 10 and

26

11 of this Agreement shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 12 of this Agreement, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

15. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Company, D1086-103, 550 S. Tryon Street, Floor 10, Charlotte, North Carolina 28202, Attention Jen Madara (with a copy to Jeff D. Blake, Senior Company Counsel, Wells Fargo Legal Department, D1053-300, 301 South College St., Charlotte, North Carolina 28202); notice to the Underwriters shall be given to the Representative, Wells Fargo Securities, LLC, at D1086-051, 550 S. Tryon Street, Charlotte, North Carolina 28202, Attention: Austin Vanassa, or to such other address as the Representative may designate in writing to the Bank, the Company, and the Issuing Entity.

16. (a) Other than the Preliminary Prospectus, the Prospectus, and the Ratings Issuer Free Writing Prospectus, each of the Underwriters, severally, represents, warrants and covenants to the Bank, the Company and the Issuing Entity that it has not prepared, made, used, authorized, approved, disseminated or referred to and will not prepare, make, use, authorize, approve, disseminate or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of the Bank, the Company and the Issuing Entity; provided, however, that each Underwriter may prepare and convey to one or more of its potential investors one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus or the Prospectus, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes (each such written communication, an “Underwriter Free Writing Prospectus”) provided, that no such Underwriter Free Writing Prospectus would be required to be filed with the Commission.

(b) Each of the Underwriters, severally, represents and warrants to and agrees with the Bank, the Issuing Entity and the Company that:

(i) each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were (i) made in reliance upon and in conformity with any written information furnished to the related Underwriter by the Issuing Entity, the Bank or the Company expressly for use therein or (ii) as a result of any inaccurate information (including as a result of any omission) in the Preliminary Prospectus or the Prospectus, which information was not corrected by information subsequently provided by the Issuing Entity, the Bank or the Company to the related Underwriter prior to the time of use of such Underwriter Free Writing Prospectus;

(ii) each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; and

27

(iii) each Underwriter Free Writing Prospectus prepared by it shall be delivered to the Issuing Entity, the Bank and the Company no later than the time of first use and, unless otherwise agreed to by the Issuing Entity, the Bank and the Company and the related Underwriter, such delivery shall occur no later than the close of business for the Company (Eastern Time) on the date of first use; provided, however, if the date of first use is not a Business Day, such delivery shall occur no later than the close of business for the Company (Eastern Time) on the first Business Day preceding such date of first use.

(c) Each of the Underwriters, severally and not jointly, represents that it has not engaged any third party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity in connection with the transactions contemplated by this Agreement.

17. Each of the Underwriters, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Company.

18. Each of the Underwriters, severally, represents and agrees that (a) it has not entered, and will not enter, into any contract of sale for the Notes (subject to the proviso to clause (ii) below) until at least the later of (i) three business days after the Preliminary Prospectus has been initially filed by the Company with the Commission (as determined by reference to the “Filing Date” according to the “Filing Detail” webpage for the Company related to such filing, as made available on the Commission’s website) and (ii) 48 hours after any supplement to the Preliminary Prospectus that reflects a material change from the information contained in the Preliminary Prospectus has been filed by the Company with the Commission (as determined by reference to the time such filing was “Accepted” according to the “Filing Detail” webpage for the Company related to such filing, as made available on the Commission’s website); provided, however, that in the case of any such contract of sale entered into before the filing of a supplement as referred to in this clause (ii), it will not consummate such transaction without entering into a new contract of sale in accordance with this clause (ii); (b) that it did not enter into any contract of sale for any Notes prior to the Time of Sale; and (c) it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, convey to each investor to whom Notes are sold by it during the period prior to the filing of the Prospectus (as notified to the Underwriters by the Company), at or prior to the applicable time of any such contract of sale with respect to such investor, the Preliminary Prospectus.

19. Each of the Underwriters, severally, represents and agrees that it has not and will not, directly or indirectly, offer, sell or deliver any of the Notes or distribute the Prospectus or any other offering materials relating to the Notes in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance by it with any applicable laws and regulations thereof and that will, to the best of its knowledge and belief, not impose any obligations on the Company, the Bank or the Issuing Entity except as set forth herein.

20. Each of the Underwriters, severally, represents that on or prior to the Closing Date it has not and it will not provide any Rating Information (as defined below) to a Hired NRSRO or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from the Bank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a Hired NRSRO, such Underwriter was and is authorized to inform such Hired NRSRO that it will

28

respond to the oral communication with a designated representative from the Bank or refer such Hired NRSRO to the Bank, who will respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5).

21. (a) Each Underwriter represents and agrees, severally and not jointly, that: (a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any [Class    ] Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuing Entity.

(b) Each Underwriter represents and agrees, severally and not jointly, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the Notes to any EU retail investor in the European Economic Area. For the purposes of this Section 21(a), (A) the expression “EU retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”) or (ii) a customer within the meaning of Directive (EU) 2016/97 (known as the Insurance Distribution Directive) as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (known as the Prospectus Regulation) as amended or superseded; (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes; and (C) states comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

(c) Each Underwriter represents and agrees, severally and not jointly, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the Notes to any UK retail investor in the United Kingdom. For the purposes of this Section 21(b), (A) the expression “UK retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK by virtue of the EUWA; (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

22. (a) In the event that any party that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Agreement and any interest and obligation in or under this Agreement will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

29

(b) In the event that any party that is a Covered Entity or any BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. The requirements of clauses (a) and (b) of this Section 22 apply notwithstanding the following clause (c).

(c) Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of clauses (a) and (b) of this Section 22, no party to this Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity with respect to this Agreement that is related, directly or indirectly, to a BHC Act Affiliate of such party becoming subject to Insolvency Proceedings, except to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Act Affiliate of a party that is a Covered Entity has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against such Covered Entity with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

For purposes of clauses (a) through (c) of this Section 22:

(i) “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

(ii) “Covered Entity” means any of the following:

(A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;

(iv) “Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding;

(v) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

23. This Agreement shall become effective upon execution and delivery of the applicable Terms Agreement.

24. This Agreement shall inure to the benefit of and be binding upon the Bank, the Company, the Issuing Entity, the Underwriters, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall

30

be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

25. Each of the Bank, the Issuing Entity and the Company acknowledges and agrees that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Bank, the Issuing Entity and the Company, on the one hand, and each of the several Underwriters, on the other hand, and the Bank, the Issuing Entity and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with the transactions contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent, financial advisor or fiduciary of the Bank, the Issuing Entity, the Company or their respective affiliates, stockholders, creditors or employees or any other party; (iii) none of the Underwriters has assumed or will assume an advisory or fiduciary responsibility (including, but not limited to, with respect to any legal, tax, investment, accounting or regulatory matters) in favor of the Bank, the Issuing Entity or the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Bank, the Issuing Entity or the Company on other matters) or any other obligation to the Bank, the Issuing Entity or the Company except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Bank, the Issuing Entity and the Company and that the several Underwriters have no obligation to disclose to the Bank, the Issuing Entity or the Company any of such interests by virtue of any relationship hereunder; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Bank, the Issuing Entity and the Company have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Bank, the Issuing Entity, the Company and the several Underwriters, or any of them, with respect to the transactions contemplated hereby. The Bank, the Issuing Entity and the Company hereby waive and release, to the fullest extent permitted by law, any claims that the Bank, the Issuing Entity or the Company, respectively, may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty with respect thereto.

26. This Agreement and any claim, controversy or dispute arising under or related to or in connection with the Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.

27. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

28. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING IN RESPECT OF SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III)

31

WAIVES THE DEFENSE OF ANY INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

29. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. This Agreement shall be valid, binding and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

[Signature Pages Follow]

32

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company, the Bank, the Issuing Entity and the Underwriters in accordance with its terms as of the date first above written.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:
	Name:
	Title:

WF CARD ISSUANCE TRUST

By:	WF CARD FUNDING, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity
By:
	Name:
	Title:

WF CARD FUNDING, LLC

By:
	Name:
	Title:

[Signature Page to the WF Card Issuance Trust

(WFCardSeries Class [_](20[_]-[_])) Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

[NAME OF UNDERWRITER],

As Underwriter or as the Representative of the Underwriters named in Schedule I to the Terms Agreement

By:
	Name:
	Title:

[Signature Page to the WF Card Issuance Trust

(WFCardSeries Class [_](20[_]-[_])) Underwriting Agreement]

EXHIBIT A

WF CARD ISSUANCE TRUST

SERIES ______

ASSET BACKED NOTES

TERMS AGREEMENT

Dated:                                 

To: WF CARD FUNDING, LLC

Re: Underwriting Agreement dated

Series Designation:

Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Terms of the Notes:

Initial Principal Amount	Interest Rate or Formula	Price to Public
[Class     ]
[Class     ]
[Class     ]

Interest Payment Dates: _______________, _______________,

______________ and _______________, commencing _____________ __, _____.

Indenture:

Indenture Supplement:

Terms Document:

Servicing Agreement:

A-1

Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued:

Per [Class    ]	Notes __________%
[Per Class [    ]	Notes __________%]
[Per Class [    ]	Notes __________%]

Registration Statement:

Underwriting Commissions, Concessions and Discounts: The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

Underwriting Discounts and Concessions	Selling Concessions			Reallowance
[Class     ] ___%		___	%		___	%
[[Class     ] ___%		___	%		___	%]
[[Class     ] ___%		___	%		___	%]

[Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $__________ for application towards expenses.]

Time of Sale: [_]:[_] [_]. m. (Eastern Time) on [______] [__], [____]

Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company, the Bank and the Issuing Entity hereby agree that the Closing Date shall be [______] [__], [____], [_]:[_] a.m., New York City time.

Location of Closing:

Payment for the Notes:

A-2

Each of the Underwriters agrees, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced [Class    ] Notes set forth opposite its name on Schedule I hereto.

[NAME OF UNDERWRITER],
As Underwriter or as the Representative of the Underwriters named in Schedule I to the Terms Agreement
By:
	Name:
	Title:

A-3

Accepted:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

WF CARD ISSUANCE TRUST
By:     WF CARD FUNDING, LLC,    not in its individual capacity but solely as    Beneficiary on behalf of the Issuing Entity
By:
	Name:
	Title:

WF CARD FUNDING, LLC
By:
	Name:
	Title:

A-4

SCHEDULE I

UNDERWRITERS

$____________________ Principal Amount of Series ___ [___%] [Floating Rate] Asset Backed Notes, [Class    ]

[$____________________ Principal Amount of Series ___ [___%] [Floating Rate] Asset Backed Notes, [Class    ]]

[$____________________ Principal Amount of Series ___ [___%] [Floating Rate] Asset Backed Notes, [Class    ]]

	Principal Amount
[Names of Underwriters]	$	—
	$	—

A-5

EX-3.1

Exhibit 3.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

WF CARD FUNDING, LLC

This Limited Liability Company Agreement of WF Card Funding, LLC (this “Agreement”), is made by Wells Fargo Bank, National Association, a national banking association (“WFBNA”), as the sole Member, and the Board of Directors. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A attached hereto.

SECTION 1. NAME.

The name of the limited liability company heretofore formed and continued by this Agreement is WF Card Funding, LLC.

SECTION 2. PRINCIPAL BUSINESS OFFICE.

The principal business office of the Company shall be located at 550 South Tryon Street, 10th Floor, D1086-103, Charlotte, NC 28202-4200, or such other location as may hereafter be determined by the Board.

SECTION 3. REGISTERED OFFICE.

The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.

SECTION 4. REGISTERED AGENT.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808.

SECTION 5. MEMBERS.

(a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

(b) Subject to subsection 9(j), the Member may act by written consent.

(c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), each Person acting as an Independent Director pursuant to Section 10, without any action of any Person

and simultaneously with the Member ceasing to be a member of the Company, automatically shall be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, that the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or any matter relating to, the Company, including the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.

SECTION 6. CERTIFICATES.

Jeff D. Blake has been designated, and hereby is confirmed, as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. An Officer, or if required by applicable law, the Member, shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Board may wish the Company to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

SECTION 7. PURPOSES.

The purpose to be conducted or promoted by the Company is to engage in the following activities:

(a) (i)(A) to execute and deliver, and to exercise and perform its rights and obligations under or with respect to, the Receivables Purchase Agreement, (B) to purchase or otherwise acquire certain credit card receivables and other related assets (the “Purchased

-2-

Assets”) from WFBNA and any applicable successor thereto in accordance with the Receivables Purchase Agreement and related transaction documents, (C) to execute and deliver, and to exercise and perform its rights and obligations under, any amendments and supplements to the Receivables Purchase Agreement, including any supplemental conveyances, (D) to engage in any activities necessary, appropriate or convenient in connection with the Receivables Purchase Agreement and the acquisition of the Purchased Assets and (E) to authorize, execute, deliver, exercise and perform any other agreement, notice or document in connection with, relating to or contemplated by the foregoing;

(ii) to purchase, acquire, own, hold, service, dispose of, endorse, sell, transfer, assign, convey, pledge, grant and finance the Purchased Assets;

(iii) (A) to execute, deliver, incur debt and other obligations and perform its obligations under the Revolving Credit Agreement, (B) to execute and deliver, and to perform its obligations under, any amendments or supplements to the Revolving Credit Agreement, (C) to engage in any activities necessary, appropriate or convenient in connection with the Revolving Credit Agreement, and (D) to authorize, execute, deliver and perform any other agreement, notice or document, in connection with, relating to or contemplated by the Revolving Credit Agreement;

(iv) (A) to execute and deliver, and to exercise and perform its rights and obligations under or with respect to, the Transfer Agreement, (B) to sell or otherwise transfer all or any of the Purchased Assets to the Note Issuing Trust in accordance with the Transfer Agreement, (C) to execute and deliver, and to exercise and perform its rights and obligations under, any amendments or supplements to the Transfer Agreement, (D) to engage in any activities necessary, appropriate or convenient in connection with the Transfer Agreement, and (E) to authorize, execute, deliver, exercise and perform any other agreement, notice or document, in connection with, relating to or contemplated by the foregoing;

(v) (A) to execute and deliver, and to exercise and perform its rights and obligations under or with respect to the Trust Agreement, in its capacity as beneficiary of the Note Issuing Trust, (B) to make the initial capital contribution contemplated therein, (C) to execute and deliver, and to exercise and perform its rights and obligations under, any amendments or supplements to the Trust Agreement, (D) to engage in any activities necessary, appropriate or convenient in connection with the Trust Agreement, and (E) to authorize, execute, deliver, exercise and perform any other agreement, notice or document, in connection with, relating to or contemplated by the foregoing;

(vi) (A) to execute and deliver, and to exercise and perform its rights and obligations under or with respect to, any Asset Representations Review Agreement, (B) to execute and deliver, and to exercise and perform its rights and obligations under, any amendments or supplements to any Asset Representations Review Agreement, (C) to engage in any activities necessary, appropriate or convenient in connection with any Asset Representations Review Agreement and (D) to authorize, execute, deliver, exercise and

-3-

perform any other agreement, notice or document, in connection with, relating to or contemplated by any Asset Representations Review Agreement;

(vii) to engage in any activities necessary, appropriate or convenient to own, hold, receive, exchange, dispose of, otherwise deal in and exercise all rights, powers, privileges and all other incidents of ownership or possession with respect to all of the Company’s property, including the Purchased Assets, any property which may be acquired by the Company as a result of any distribution in respect of the Purchased Assets, and any property received by the Company as a contribution from the Member;

(viii) to execute and deliver, and to exercise and perform all of its rights and obligations under or with respect to, the Basic Documents, the Independent Director Agreement and any other documents, agreements or instruments contemplated thereby, and any amendments, restatements, supplements or other modifications thereto;

(ix) to acquire, hold, enjoy, sell or otherwise transfer and grant rights in all of the rights and privileges of any certificate, interest or other indicia of beneficial ownership issued by the Note Issuing Trust or any similar trust to the Company pursuant to any trust agreement, purchase agreement; servicing agreement, transfer agreement, administration agreement, indenture or other document;

(x) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the foregoing purposes (including the execution of any notices or filings with governmental authorities and the execution of any interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements); and

(xi) to take all other actions necessary to maintain the existence of the Company as a limited liability company in good standing under the laws of the State of Delaware and to qualify the Company to do business as a foreign limited liability company in any jurisdiction in which such qualification, in the opinion of the Board, is required.

(b) The Company is hereby authorized to execute, deliver and perform, and any Director or Officer on behalf of the Company is hereby authorized to execute, deliver and perform, the Basic Documents, the Independent Director Agreement and all agreements, certificates and other documents contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Director, Officer or other Person, notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of any Director or Officer to enter into other agreements on behalf of the Company.

-4-

SECTION 8. POWERS.

Subject to subsection 9(j), the Company, and the Board of Directors and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

SECTION 9. MANAGEMENT.

(a) Board of Directors. Subject to subsection 9(j), the business and affairs of the Company shall be managed by or under the direction of a Board of three Directors designated by the Member. Subject to Section 10, the Member may determine at any time, in its sole and absolute discretion, the number of Directors to constitute the Board. The authorized number of Directors may be increased or decreased by the Member at any time, in its sole and absolute discretion, upon notice to all Directors and subject in all cases to Section 10. The current number of Directors is three, one of whom is an Independent Director pursuant to Section 10. Each Director elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Director’s earlier death, resignation, expulsion or removal. Each Director shall execute and deliver the Management Agreement. Directors need not be a Member. The current Directors designated by the Member are listed on Schedule D attached hereto.

(b) Powers. Subject to subsection 9(j), the Board of Directors shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 7 and 9, the Board of Directors has the authority to bind the Company.

(c) Meetings of the Board of Directors. The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, electronic mail or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any Director.

(d) Quorum; Acts of the Board. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board, or of any committee designated by the Board, may be taken without a meeting if (i) all members of the Board or such committee, as the case may be, consent thereto in writing and (ii) the writing or writings are filed with the minutes of proceedings of the Board or such committee, as the case may be.

-5-

(e) Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board or such committee by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f) Committees of Directors. (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

(ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(iii) Any such committee, to the extent provided in the resolution of the Board but subject to subsection 9(j) and Section 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Any such committee shall have such names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(g) Compensation of Directors; Expenses. The Board shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

(h) Removal of Directors. Subject to Section 10 and unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

(i) Directors as Agents. To the extent of their powers set forth in this Agreement and subject to subsection 9(j), the Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Board, a Director may not bind the Company.

-6-

(j) Limitations on the Company’s Activities. (i) This subsection 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

(ii) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Director” or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26, 29, 30 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this subsection 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.

(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, none of the Member, the Board, any Officer or any other Person shall be authorized or empowered on behalf of the Company to, nor shall they permit the Company to, and the Company shall not, without the prior unanimous written consent of the Member and the Board (including all Independent Directors), to take any Material Action, provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Director then serving in such capacity.

(iv) The Board and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company. The Board also shall cause the Company at all times to do the following:

(A) maintain its own separate office, books and records and bank accounts;

(B) hold itself out to the public and all other Persons as a legal entity separate from the Member and any other Person;

(C) have a Board of Directors separate from that of the Member and any other Person; provided, however, that the Board of the Company may be comprised of the same Persons who comprise the board of any Affiliate that is a special-purpose bankruptcy-remote entity;

(D) file its own tax returns to the extent required under applicable law and to the extent (1) not part of a consolidated group filing or a consolidated return and (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(E) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person;

-7-

(F) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(G) maintain separate financial statements and prepare and maintain its financial records in accordance with applicable generally accepted accounting principles;

(H) pay its own liabilities only out of its own funds;

(I) maintain an arm’s-length relationship with the Member and its other Affiliates;

(J) pay the salaries of its own employees;

(K) not hold out its credit or assets as being available to satisfy the obligations of others;

(L) allocate fairly and reasonably any overhead for shared office space;

(M) use separate stationery, invoices and checks;

(N) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person;

(O) correct any known misunderstanding regarding its separate identity and credit;

(P) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(Q) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(R) not acquire any securities of the Member; and

(S) cause the Directors, Officers, agents and other representatives of the Company to act with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company.

Failure of the Company, or the Member or the Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Directors.

-8-

(v) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to do any of the following:

(A) except as contemplated by the Basic Documents, guarantee any obligation of any Affiliate or any other Person;

(B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7, the Basic Documents or this subsection 9(j);

(C) incur, create or assume any indebtedness other than as contemplated by the Basic Documents;

(D) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance contemplated by the Basic Documents and permit the same to remain outstanding in accordance therewith;

(E) engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests, or divide into two or more limited liability companies, other than such activities as are contemplated by the Basic Documents; or

(F) except as contemplated or permitted by the Basic Documents, form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

SECTION 10. INDEPENDENT DIRECTOR.

The Member shall cause the Company at all times to have at least one Independent Director who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in subsection 9(j)(iii). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by subsection 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the

-9-

Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

SECTION 11. OFFICERS.

(a) Officers. The Officers of the Company shall be designated by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Directors may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Additional or successor Officers of the Company shall be chosen by the Board. Any number of offices may be held by the same person. The Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board.

(b) President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other Officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except (i) where required or permitted by law or this Agreement to be otherwise executed, including by subsection 7(b), (ii) where execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company, and (iii) as otherwise permitted in subsection 11(c).

(c) Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or if there be more than one, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(d) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, if any (or if there be more than one, the Assistant Secretaries in the order designated by the Board, or in the absence of any designation, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise

-10-

the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, if any (or if there be more than one, the Assistant Treasurers in the order designated by the Board, or in the absence of any designation, then in order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(f) Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to subsection 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

(g) Duties of the Board and Officers. Except to the extent otherwise provided herein, each Director and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.

SECTION 12. LIMITED LIABILITY.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor the Special Members nor any Director or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member, Director or Officer of the Company.

SECTION 13. CAPITAL CONTRIBUTIONS.

The Member has made a capital contribution to the Company. In accordance with subsection 5(c), the Special Members shall not be required to make any capital contributions to the Company.

-11-

SECTION 14. ADDITIONAL CONTRIBUTIONS.

The Member is not required to make any additional capital contribution to the Company. However, subject to subsection 9(j), the Member may make additional capital contributions to the Company at any time upon the written consent of such Member. The provisions of this Agreement, including this Section 14, are intended to benefit the Member and the Special Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement), and the Member and the Special Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

SECTION 15. ALLOCATION OF PROFITS AND LOSSES.

The Company’s profits and losses shall be allocated to the Member.

SECTION 16. DISTRIBUTIONS.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law or any Basic Document.

SECTION 17. BOOKS AND RECORDS.

The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. The Member and its duly authorized representatives shall have the right to examine the Company’s books, records and documents during normal business hours. The Company, and the Board on behalf of the Company, shall not have the right to keep confidential from the Member any information that the Board would otherwise be permitted to keep confidential from the Member pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using the method of accounting determined by the Board. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Board.

SECTION 18. REPORTS.

(a) Within 60 days after the end of each fiscal quarter, the Board shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter:

(i) unless such quarter is the last fiscal quarter, a balance sheet of the Company; and

-12-

(ii) unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter.

(b) The Board shall use diligent efforts to cause to be prepared and mailed to the Member, within 90 days after the end of each fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year:

(i) a balance sheet of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of the Member’s capital account.

(c) The Board shall, after the end of each fiscal year, use reasonable efforts to cause the Company’s independent accountants, if any, to prepare and transmit to the Member as promptly as possible any such tax information as may be reasonably necessary to enable the Member to prepare its federal, state and local income tax returns relating to such fiscal year.

SECTION 19. OTHER BUSINESS.

Notwithstanding any duty otherwise existing at law or in equity, the Member, the Special Members and any Officer, Director, employee or agent of the Company and any Affiliate of the Member or the Special Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

SECTION 20. EXCULPATION AND INDEMNIFICATION.

(a) To the fullest extent permitted by applicable law, none of the Member, the Special Members, or any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member or the Special Members (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered

-13-

Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member and the Special Members shall not have personal liability on account thereof; and provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 20 shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets or liabilities of the Company, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Company or its members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

SECTION 21. ASSIGNMENTS.

The Member may assign in whole or in part its limited liability company interest in the Company; provided, however, the Member shall not Transfer its limited liability company interest in the Company without (i) delivering to the Bank a legal opinion of nationally recognized tax counsel generally to the effect that such transaction will not adversely affect the federal income tax status of the Note Issuing Trust, adversely affect the federal income tax characterization of any outstanding debt issued by such trust, or cause a taxable event with respect to any such debt for federal income tax purposes, and (ii) at any time following execution of the Indenture, satisfaction of the Rating Agency Condition. Subject to Section 23, the transferee of a limited liability company interest in the Company shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this

-14-

Agreement. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement, and the Company shall continue without dissolution.

SECTION 22. RESIGNATION.

So long as any Obligation is outstanding, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 22, an additional member of the Company shall be admitted to the Company, subject to Section 23, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

SECTION 23. ADMISSION OF ADDITIONAL MEMBERS.

One or more additional Members of the Company may be admitted to the Company upon (i) obtaining the written consent of the Member, and (ii) delivering to the Bank a legal opinion of nationally recognized tax counsel generally to the effect that such admission will not adversely affect the federal income tax status of the Note Issuing Trust, adversely affect the federal income tax characterization of any outstanding debt issued by such trusts, or cause a taxable event with respect to any such debt for federal income tax purposes.

SECTION 24. DISSOLUTION.

(a) The Company shall be dissolved, and its affairs shall be wound up, upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal

-15-

representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) Notwithstanding any other provision of this Agreement, each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

(d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(e) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

SECTION 25. WAIVER OF PARTITION; NATURE OF INTEREST.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Member and the Special Members hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

SECTION 26. BENEFITS OF AGREEMENT; NO THIRD-PARTY RIGHTS.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons but only to the extent set forth in Section 20) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than Covered Persons but only to the extent set forth in Section 20).

-16-

SECTION 27. SEVERABILITY OF PROVISIONS.

Each provision of this Agreement shall be considered severable, and if for any reason any provision herein is determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

SECTION 28. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

SECTION 29. BINDING AGREEMENT.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including Sections 7, 8, 9, 10, 20, 21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Directors, in accordance with its terms.

SECTION 30. GOVERNING LAW.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

SECTION 31. AMENDMENTS.

Subject to subsection 9(j), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member. At any time following execution of the Indenture and notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement may not be modified, altered, supplemented or amended, unless the Rating Agency Condition is satisfied, except (i) to cure any ambiguity or (ii) to change or supplement any provision in a manner consistent with the intent of this Agreement and the other Basic Documents.

SECTION 32. COUNTERPARTS.

This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Agreement and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the

-17-

same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

SECTION 33. NOTICES.

All notices and other communications under this Agreement must be in writing and will be considered effective when delivered (or in the case of facsimile or electronic transmission, when received) by hand, by courier, by overnight delivery service, or by certified mail, return receipt requested and postage prepaid, or sent by facsimile or electronic transmission:

(a) in the case of WFBNA, as the Servicer, to:

Wells Fargo Bank, National Association

550 S. Tryon Street, Floor 10

Charlotte, NC 28202

Attention: Jennifer Madara

Phone Number: (704) 410-2426

E-mail: jennifer.madara@wellsfargo.com

(b) in the case of Note Issuing Trust, to:

WF Card Issuance Trust

c/o Wilmington Trust, National Association, as owner trustee

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Capital Markets

Phone Number: (302) 636-6189

E-mail: jluce@wilmingtontrust.com

(c) in the case of the Indenture Trustee, to:

U.S. Bank National Association

190 South LaSalle Street, 7th Floor

Chicago, Illinois

Attention: Jessica J. Elliott

Phone Number: (312) 332-7493

E-mail: Jessica.elliott1@usbank.com

Any of these entities may designate a different address in a written notice to the others under this Section 33.

[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]

-18-

IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the close of business on the 21st day of February, 2020.

MEMBER:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Le Roy Davis
	Name: Le Roy Davis
	Title: Senior Vice President

[Signature Page to Limited Liability Company Agreement]

DIRECTORS:
	/s/ Le Roy Davis
	Name: Le Roy Davis

/s/ Jennifer Madara

Name: Jennifer Madara

Senior Vice President

/s/ Orlando Figueroa

Name: Orlando Figueroa

(Independent Director)

[Signature Page to Limited Liability Company Agreement]

SCHEDULE A

DEFINITIONS

A. Definitions. The following terms, when capitalized in this Agreement, shall have the following meanings:

“Act” means the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time.

“Administrative Services Agreement” means the Administrative Services and Premises Agreement to be entered into by and between the Company and WFBNA, as amended, restated, supplemented or otherwise modified from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated, supplemented or otherwise modified from time to time.

“Asset Representations Review Agreement” means any agreement by and between the Bank, as servicer, the Company, as transferor, and a third party, as asset representations reviewer, as may be entered into, amended, restated, or otherwise modified from time to time pursuant to the Transfer Agreement.

“Bank” means Wells Fargo Bank, National Association, a national banking association, together with its successors and assigns.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, or acquiesces in or joins in any involuntary petition filed against it, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The

foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Basic Documents” means the Administrative Services Agreement, the Transfer Agreement, the Revolving Credit Agreement, the Receivables Purchase Agreement, the Servicing Agreement, the Transfer Agreement, the Indenture, the Trust Agreement, any Asset Representations Review Agreement, and all documents and certificates contemplated thereby or delivered in connection therewith and any amendments, supplements or joinders thereto.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on February 21, 2020, as amended or restated from time to time.

“Company” means WF Card Funding, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in subsection 20(a).

“Directors” means the Persons elected to the Board of Directors from time to time by the Member, including the Independent Directors, in their capacity as managers of the Company. A Director is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act.

“Indenture” means the Indenture to be entered into by and between WF Card Issuance Trust and U.S. Bank National Association, as indenture trustee, and acknowledged and accepted by the Bank, as servicer, as amended, restated, supplemented or otherwise modified from time to time.

“Indenture Trustee” means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America.

“Independent Director” means a natural person who is an employee of any nationally recognized corporate services provider, which includes any nationally recognized entity that provides, in the ordinary course of its respective business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and, for the five-year period prior to his or her appointment as Independent Director has not been, and during the continuation of his or her service as Independent Director is not (i) an employee, officer, director, partner or stock or other equity holder of the Company or any of its Affiliates (other than his or her service as an Independent Director of the Company or of an Affiliate of the

-2-

Company that is a special-purpose bankruptcy-remote entity); (ii) a material creditor, customer or supplier of the Company or any of its Affiliates; or (iii) any member of the immediate family of a person described in (i) or (ii).

“Independent Director Agreement” means the letter agreement, dated January 21, 2020, made by Citadel SPV (USA) LLC and accepted by the Company, as amended, supplemented and otherwise modified from time to time.

“Management Agreement” means the agreement of the Directors in the form attached hereto as Schedule C. The Management Agreement shall be deemed incorporated into, and a part of, this Agreement.

“Note Issuing Trust” means the WF Card Issuance Trust, a Delaware statutory trust, together with its successors and assigns.

“Material Action” means any action to do the following:

(i) consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company (except as contemplated by the Basic Documents);

(ii) (A) file a voluntary bankruptcy petition or any other petition or commence a proceeding (I) to take advantage of any bankruptcy, insolvency, or similar law with respect to the Company or (II) for the appointment of a trustee, conservator, receiver, or similar official for or relating to the Company or all or substantially all of its property, (B) consent or fail to object to any such petition filed or proceeding commenced against or with respect to the Company or all or substantially all of its property, (C) admit in writing the Company’s inability to pay its debts generally as they become due, (D) make an assignment for the benefit of the Company’s creditors, (E) voluntarily suspend payment of the Company’s obligations, or (F) take any action in furtherance of any of the foregoing;

(iii) to the fullest extent permitted by law, dissolve or liquidate the Company; or

(iv) divide into two or more limited liability companies.

“Member” means Wells Fargo Bank, National Association, a national banking association, as the equity member of the Company, and includes any Person admitted as an additional equity member of the Company or a substitute equity member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Members.

“Note Rating Agency” has the meaning set forth in the Indenture.

“Obligations” shall mean the indebtedness, liabilities and obligations of the Company under or in connection with the Basic Documents or any related document in effect as of any date of determination.

-3-

“Officer” means an officer of the Company described in Section 11.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization or entity, whether or not a legal entity, and any governmental authority.

“Purchased Assets” has the meaning set forth in subsection 7(a)(i).

“Rating Agency Condition” means that each Note Rating Agency shall have notified the Company and the Member in writing that any proposed assignment of any limited liability company interest in the Company pursuant to Section 21 or any amendment to this Agreement pursuant to Section 31, as applicable, will not result in a reduction or withdrawal of the rating of any outstanding securities issued by the Note Issuing Trust to which it is a Note Rating Agency.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement to be entered into by and between WFBNA and the Company, as amended, restated, supplemented or otherwise modified from time to time.

“Revolving Credit Agreement” means the Revolving Credit Agreement to be entered into by and between WFBNA and the Company, as amended, restated, supplemented or otherwise modified from time to time.

“Servicing Agreement” means the Servicing Agreement to be entered into by and between WFBNA, the Note Issuing Trust and the Company, as amended, restated, supplemented or otherwise modified from time to time.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to subsection 5(c), a person acting as Independent Director, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Transfer” shall mean sell, assign, participate, pledge, hypothecate, rehypothecate, exchange, dispose of or otherwise convey, grant a security interest in, or transfer in any other manner.

“Transfer Agreement” means the Transfer Agreement to be entered into by and between the Company and the Note Issuing Trust, as amended, restated, supplemented or otherwise modified from time to time.

“Trust Agreement” means the Trust Agreement of WF Card Issuance Trust to be entered into by and between the Company, as beneficiary and as transferor, and Wilmington Trust, National Association, a Delaware banking corporation, as owner trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

-4-

“WFBNA” means Wells Fargo Bank, National Association, a national banking association, together with its successors and assigns.

B. Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

-5-

SCHEDULE B

MEMBER

NAME	MAILING ADDRESS	LIMITED LIABILITY COMPANY INTEREST
Wells Fargo Bank, National Association	550 S. Tryon Street, Floor 10 Charlotte, NC 28202 Attention: Jennifer Madara		100	%

SCHEDULE C

MANAGEMENT AGREEMENT

[date]

WF Card Funding, LLC

550 S. Tryon Street, Floor 10, D1086-103

Charlotte, NC 28202

Attention: Jennifer Madara

Re: Management Agreement – WF Card Funding, LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned Persons, who have been designated as Directors of WF Card Funding, LLC, a Delaware limited liability company (the “Company”), in accordance with the Limited Liability Company Agreement of the Company, dated as of [•, 20•] (as amended, restated, supplemented or otherwise modified from time to time, the “LLC Agreement”), hereby agree as follows:

1. Each of the undersigned accepts such Person’s rights and authority as a Director under the LLC Agreement and agrees to perform and discharge such Person’s duties and obligations as a Director under the LLC Agreement, and further agrees that such rights, authorities, duties and obligations under the LLC Agreement shall continue until such Person’s successor as a Director is designated or until such Person’s resignation or removal as a Director in accordance with the LLC Agreement is effective. Each of the undersigned agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. So long as any Obligation is outstanding, each of the undersigned agrees, solely in its capacity as a creditor of the Company on account of any indemnification or other payment owing to the undersigned by the Company, that at no time shall it commence, or join in commencing, an involuntary bankruptcy case or other insolvency or similar proceeding under the laws of any jurisdiction against the Company.

3. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement.

This Management Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Management Agreement and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Management Agreement as of the date first above written.

-2-

SCHEDULE D

DIRECTORS

1. Le Roy Davis

2. Jennifer Madara

3. Orlando Figueroa (independent)

EX-4.1

EXHIBIT 4.1

WF CARD ISSUANCE TRUST

WELLS FARGO BANK, NATIONAL ASSOCIATION,

and

WF CARD FUNDING, LLC

FORM OF RECEIVABLES PURCHASE AGREEMENT

Dated as of [________ __, ____]

TABLE OF CONTENTS

PAGE
ARTICLE I DEFINITIONS	1
Section 1.01.     Definitions	1
Section 1.02.     Other Definitional Provisions; Rules of Construction	9
ARTICLE II PURCHASE AND SALE OF RECEIVABLES	11
Section 2.01.     Purchase and Sale	11
Section 2.02.     Addition of Accounts	13
Section 2.03.     Removal of Accounts	13
ARTICLE III CONSIDERATION AND PAYMENT	16
Section 3.01.     Purchase Price	16
Section 3.02.     Adjustments to Purchase Price	17
Section 3.03.     Use of Name, Logo and Marks	17
ARTICLE IV REPRESENTATIONS AND WARRANTIES	18
Section 4.01.     Representations and Warranties of WFBNA Relating to WFBNA	18
Section 4.02.     Representations and Warranties of WFBNA Relating to the Agreement and the Receivables	19
Section 4.03.     Representations and Warranties of Funding	21
ARTICLE V COVENANTS	23
Section 5.01.     Covenants of WFBNA	23
Section 5.02.     Mutual Covenants; Compliance with the FDIC Rule	25
ARTICLE VI REPURCHASE OBLIGATION	26
Section 6.01.     Reassignment of Ineligible Receivables	26
Section 6.02.     Reassignment of Other Receivables	27
Section 6.03.     Dispute Resolution	27
ARTICLE VII CONDITIONS PRECEDENT	32
Section 7.01.     Conditions to Funding’s Obligation on the Closing Date	32
Section 7.02.     Conditions to WFBNA’s Obligation on the Closing Date	32
ARTICLE VIII TERM AND PURCHASE TERMINATION	33
Section 8.01.     Term	33
Section 8.02.     Purchase Termination	33

i

TABLE OF CONTENTS

(continued)

	Page
ARTICLE IX MISCELLANEOUS PROVISIONS		34
Section 9.01.     Amendment		34
Section 9.02.     GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL		34
Section 9.03.     Notices		35
Section 9.04.     Severability		36
Section 9.05.     Assignment		36
Section 9.06.     Acknowledgement of WFBNA		36
Section 9.07.     Further Assurances		37
Section 9.08.     No Waiver; Cumulative Remedies		37
Section 9.09.     Counterparts		37
Section 9.10.     Binding Effect; Third-Party Beneficiaries		37
Section 9.11.     Merger and Integration		37
Section 9.12.     Headings		38
Section 9.13.     Schedules, Exhibits and Annexes		38
Section 9.14.     Survival of Representations and Warranties		38
Section 9.15.     Nonpetition Covenant		38

EXHIBIT A	—	FORM OF SUPPLEMENTAL CONVEYANCE
EXHIBIT B	—	FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS
SCHEDULE 1	—	ACCOUNT SCHEDULE
SCHEDULE 5.02	—	REQUIREMENTS OF FDIC RULE

ii

This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of [________ __, ____], by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its permitted successors and assigns, “WFBNA”) and WF CARD FUNDING, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Funding”).

BACKGROUND

Each capitalized term is defined in Article I of this Agreement.

WFBNA originates receivables in credit card accounts and, under this Agreement, WFBNA is selling to Funding all receivables arising in a subset of those accounts. Funding intends to securitize those receivables and certain other related assets it purchases pursuant to this Agreement by transferring them to the WF Card Issuance Trust under the Transfer Agreement (as defined below).

AGREEMENT

In consideration of the mutual promises in this Agreement and for other valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree to the following:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. The following definitions apply in this Agreement:

“AAA” has the meaning specified in subsection 6.03(b)(i).

“Account” means each Initial Account and each Additional Account. This term includes an Additional Account only from and after the related Addition Date. This term does not include any Removed Account. This term does not include any Account from and after the date on which (i) all of its Receivables have been reassigned to WFBNA under Section 6.01 or Section 6.02, or (ii) WFBNA has, in accordance with subsection 2.01(d), changed its entries in its books and records or computer files with respect to such Account in connection with the sale of such Account as permitted by subsection 5.01(e).

“Account Schedule” means a true and complete schedule of all Accounts that is attached to the Transfer Agreement and marked as Schedule 1 thereto. The Account Schedule may take the form of a computer file, or another tangible or electronic medium that is commercially reasonable. The Account Schedule must identify each Account by its account identification number and all or a portion of the cardholder account number (or by an alpha-numeric identifier that uniquely and objectively identifies the applicable Account pursuant to a protocol that has

1

been provided to Funding, the Issuer and the Indenture Trustee) and by the balance of the Receivables existing in that Account on the Closing Date (for each Initial Account) or the related Addition Date (for each Additional Account) unless otherwise provided in subsection 2.01(e).

“Addition Date” has the meaning, for an Additional Account, set forth in the related Supplemental Conveyance.

“Addition Representation Date” means, as to any Additional Account, the date specified in the related Assignment; provided, that such Addition Representation Date shall not be more than 7 Business Days prior to the Addition Date specified in the related Assignment.

“Additional Account” means each credit card account that is designated as an Account under Section 2.02 and the related Supplemental Conveyance after the Closing Date and that is identified on the Account Schedule from and after the related Addition Date. The term “Additional Account” shall include any Transferred Account relating to any such Additional Account.

“Affiliate” means, for any identified Person, any other Person that (a) is an affiliate or insider of that identified Person, (b) controls that identified Person, (c) is controlled by that identified Person, or (d) is under common control with that identified Person.

“Agreement” has the meaning specified in the first paragraph of this document.

“Annual Membership Fee” means an annual membership fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Business Day” means any day other than (a) a Saturday or a Sunday, or (b) any other day on which national banking associations or state banking institutions in New York, New York, Wilmington, Delaware, Minneapolis, Minnesota or Charlotte, North Carolina, are authorized or obligated by law or executive order or governmental decree to be closed.

“Cash Advance Fee” means a cash advance fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Closing Date” means the opening of business on [________ __, ____].

“Collection Account” has the meaning specified in the Indenture.

“Collections” means all payments on Receivables in the form of cash, checks, wire transfers, electronic transfers, ATM transfers, or any other form of payment. This term includes Recoveries and Insurance Proceeds.

“Credit Card Agreement” means, for any credit card account, the agreement (including any related statement under the Truth in Lending Act) between WFBNA and the related Obligor governing that account.

2

“Credit Card Guidelines” means WFBNA’s policies and procedures (a) relating to the operation of its credit card business, including its policies and procedures for determining the creditworthiness of credit card customers and for extending credit to credit card customers, and (b) relating to its maintenance of credit card accounts and its collection of credit card receivables.

“Date of Processing” means, with respect to any transaction, the date on which such transaction is first recorded on the Servicer’s computer master file of credit card accounts (without regard to the effective date of such recordation) and, with respect to Interchange, the date on which any amount of Interchange is received by WFBNA.

“Debtor Relief Laws” means (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act, and (c) all other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization, or other debtor relief laws affecting the rights of creditors generally, or if applicable, the rights of creditors of banks.

“Defaulted Account” means any Account containing only Receivables that have been charged off as uncollectible under the Credit Card Guidelines and the Servicer’s customary and usual procedures for servicing credit card accounts. An Account becomes a Defaulted Account on the date on which all of its Receivables are recorded as charged-off on the Servicer’s master computer file of credit card accounts.

“Draft Fee” means a draft fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Eligible Account” means any VISA^®, Mastercard^®, American Express^®, or other major card payment network credit card account^* for which each of the following requirements is satisfied as of the Initial Representation Date, in the case of any Initial Account, or as of the related Addition Representation Date, in the case of any Additional Account:

(a) it exists and is maintained by WFBNA;

(b) its Receivables are payable in United States dollars;

(c) the related Obligor’s most recent billing address is located in the United States of America or its territories or possessions;

(d) it is not classified on WFBNA’s electronic records as (i) counterfeit, cancelled, fraudulent, stolen, or lost or (ii) subject to a bankruptcy proceeding of the related Obligor; and

(e) all of its Receivables have not been charged off as uncollectible under WFBNA’s customary and usual procedures for servicing credit card accounts.

^*  VISA, Mastercard, and American Express are registered trademarks of Visa International Servicer Association, MasterCard International Incorporated, and American Express Company, respectively.

3

“Eligible Receivable” means any Receivable for which each of the following requirements is satisfied as of the applicable time:

(a) it arises in an Eligible Account;

(b) it is created, in all material respects, in compliance with all Requirements of Law applicable to WFBNA, and it is created under a Credit Card Agreement that complies, in all material respects, with all Requirements of Law applicable to WFBNA;

(c) all consents, licenses, approvals, or authorizations of, or registrations or declarations with, any Governmental Authority that are required for its creation or the execution, delivery, or performance of the related Credit Card Agreement have been obtained or made by WFBNA and are fully effective;

(d) immediately prior to it being sold to Funding, WFBNA has good and marketable title to it free and clear of all Liens arising through or under WFBNA or any of its Affiliates other than Funding, except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes;

(e) it is the legal, valid, and binding payment obligation of the related Obligor and is enforceable against that Obligor in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws or general principles of equity;

(f) it is an account under Article 9 of the New York UCC; and

(g) at the time of its transfer to Funding, WFBNA’s electronic records do not reflect 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).

“Finance Charge Receivable” means any Receivable that is a Periodic Finance Charge, a Cash Advance Fee, a Late Fee, an Annual Membership Fee, a Draft Fee, a Service Transaction Fee, or a similar fee or charge, including a charge for credit insurance.

“Funding” has the meaning specified in the first paragraph of this Agreement.

“Governmental Authority” means the United States of America or any individual State, any political subdivision of the United States of America or any individual State, or any other entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

4

“Indenture” means the Indenture, dated as of [________ __, ____], among the Issuer, Wells Fargo Bank, National Association, as paying agent and note registrar, and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Indenture Trustee” means U.S. Bank National Association, as Indenture Trustee under the Indenture.

“Initial Account” means each credit card account that was designated on the Closing Date as an Account under the Transfer Agreement and that is identified on the Account Schedule as an Account from and after the Closing Date. The term “Initial Account” shall include any Transferred Account related to any such Initial Account.

“Initial Representation Date” means, with respect to each Initial Account, [________ __, ____].

“Insolvency Event” means, with respect to an entity: (a) (x) the commencement of an involuntary action seeking (i) a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, (ii) the appointment of a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Person or (iii) the winding up or liquidation of such Person’s affairs, which in each case shall have remained undischarged or unstayed for a period of ninety (90) consecutive days or (y) the entering of any order or decree providing the relief, remedy or other action described in any of clauses (i) through (iii); or (b) the commencement by such Person of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, conservatorship, receivership, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, conservatorship, receivership, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action.

“Insurance Proceeds” means, for any Receivable, all amounts recovered on that Receivable under a credit insurance policy covering the related Obligor.

“Interchange” means the interchange fees and issuer rate fees payable to WFBNA, in its capacity as credit card issuer, through VISA USA, Inc., Mastercard International Incorporated, American Express Company, or any other similar entity in connection with cardholder charges for goods or services with respect to the Receivables, which are received by WFBNA on a daily basis, without taking into account any adjustments that may be made to such daily amounts

5

received or, if not determinable as described, such other amount reasonably determined by WFBNA, in its sole discretion, to be the amount of Interchange that is generated by the Receivables arising in the Accounts. WFBNA may, with notice to the Transferor, the Servicer and Moody’s from time to time modify the methodology for determining the amount of Interchange to more closely approximate the actual Interchange relating to the Receivables.

“Involuntary Removal” has the meaning specified in subsection 2.03(b).

“Issuer” means WF Card Issuance Trust, as issuer of the notes issued under the Indenture.

“Late Fee” means a late fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Lien” means any security interest, lien, mortgage, deed of trust, pledge, hypothecation, encumbrance, assignment, participation interest, equity interest, deposit arrangement, preference, priority, or other security or preferential arrangement of any kind or nature. This term includes any conditional sale or other title retention arrangement and any financing lease having substantially the same economic effect as any security or preferential arrangement. This term does not include any security interest or other lien created under the Transfer Agreement or this Agreement.

“Majority Holders” has the meaning specified in the Indenture.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Note Owner” has the meaning specified in the Indenture.

“Note Rating Agency” means each nationally recognized statistical rating organization that is selected by Funding to rate any security issued by the Issuer.

“Noteholder” has the meaning specified in the Indenture.

“Obligor” means, for any credit card account, any Person obligated to make payments on receivables in that account. This term includes any guarantor but excludes any merchant.

“Officer’s Certificate” means a certificate delivered to Funding and signed by any Vice President or more senior officer of WFBNA.

“Owner Trustee” means Wilmington Trust, National Association, a national banking association, not in its individual capacity, but solely as owner trustee of the Issuer, together with its permitted successors and assigns.

“Periodic Finance Charge” means a finance charge determined by periodic rate or similar charge that is charged to an Account under the related Credit Card Agreement.

6

“Person” means any person or entity of any nature. This term includes any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or Governmental Authority.

“Pool Portfolio Number File” means the file on WFBNA’s computer system and/or the table in the Securitization Data Store (SDS) that identifies the Accounts.

“Principal Receivable” means any Receivable other than a Finance Charge Receivable. In calculating the aggregate amount of Principal Receivables in an Account on any date, the gross amount of Principal Receivables in the Account on that date must be reduced by the aggregate amount of credit balances in the Account on that date.

“Purchase Price” has the meaning specified in subsection 3.01(a).

“Purchase Price Adjustment” has the meaning specified in subsection 3.02(a).

“Purchase Price Payment Date” has the meaning specified in subsection 3.01(c).

“Purchased Assets” has the meaning specified in subsection 2.01(a).

“Qualified Dispute Resolution Professional” means an attorney or retired judge that is independent, impartial, and knowledgeable about and experienced with the laws of the State of New York, specializing in commercial litigation with at least 15 years of experience and whose name is on a list of neutral parties maintained by the AAA.

“Rating Agency Condition” means, with respect to any action subject to such condition, (i) that each Note Rating Agency shall have notified Funding in writing that the proposed action will not result in a reduction or withdrawal of its ratings on any outstanding securities issued by the Issuer or (ii) if at such time any Note Rating Agency has informed Funding that such Note Rating Agency does not provide such written notifications for transactions of this type, then as to such Note Rating Agency Funding shall deliver written notice of the proposed action to such Note Rating Agency at least ten (10) Business Days’ prior to the effective date of such action (or such shorter period as specified in the relevant Transaction Document provision).

“Reassigned Assets” has the meaning specified in subsection 2.03(a).

“Reassignment” has the meaning specified in subsection 2.03(a).

“Receivable” means any amount payable on an Account by the related Obligors. This term includes Principal Receivables and Finance Charge Receivables.

“Recoveries” means amounts recovered in respect of Receivables that have previously been charged off as uncollectible; provided that if any amount so recovered relates to both Receivables that have previously been charged off as uncollectible and other receivables, and if it cannot be determined with objective certainty whether such amount relates to Receivables that have previously been charged off as uncollectible or other receivables, the term Recoveries means the amount reasonably estimated by WFBNA as having been recovered in respect of Receivables that

7

have previously been charged off as uncollectible; and provided further that if WFBNA and Funding cannot determine whether a recovered amount relates to a Receivable that was sold to Funding or to a receivable that has not been sold to Funding, this term means the amount reasonably estimated by WFBNA and Funding as having been recovered on the Receivable that was sold to Funding.

“Removal Date” has the meaning specified in subsection 2.03(a)(i).

“Removed Accounts” has the meaning specified in subsection 2.03(a).

“Representing Party” has the meaning specified in subsection 6.03(a).

“Requesting Party” has the meaning specified in subsection 6.03(a).

“Requirements of Law” means, for any Person, (a) any certificate of incorporation, certificate of formation, articles of association, bylaws, limited liability company agreement, or other organizational or governing documents of that Person and (b) any law, treaty, statute, regulation, or rule, or any determination by a Governmental Authority or arbitrator, that is applicable to or binding on that Person or to which that Person is subject. This term includes usury laws, the Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System.

“Rules” has the meaning specified in subsection 6.03(b)(i).

“Service Transaction Fee” means a service transaction fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Servicer” means the Person acting, as Servicer, under the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of [________ __, ____], among the Issuer, Funding and WFBNA, as Servicer as the same may be amended, supplemented or otherwise modified from time to time.

“Supplemental Conveyance” has the meaning specified in subsection 2.02(b)(v).

“Transaction Documents” has the meaning specified in the Indenture.

“Transfer Agreement” means the Transfer Agreement, dated as of [________ __, ____], between Funding and WF Card Issuance Trust, as the same may be amended, supplemented or otherwise modified from time to time.

“Transfer Restriction Event” means any event that prevents WFBNA from selling Receivables to Funding under this Agreement. This term includes any Insolvency Event with respect to WFBNA or any order of a Governmental Authority that has this effect.

8

“Transferor” has the meaning specified in the Indenture.

“Transferred Account” means any VISA,^® Mastercard,^® American Express,^® or other major card payment network credit card account (a) into which all of the Receivables in an Account are transferred because the related credit card was lost or stolen or the related credit card program was changed, if the Credit Card Guidelines do not require a new application or credit evaluation, and (b) that can be traced or identified by reference to the Account Schedule and the computer or other records of the Servicer.

“UCC” means the Uniform Commercial Code of the applicable jurisdiction.

“United States Arbitration Act” means the United States Arbitration Act of 1925, as amended.

“Verified Note Owner” means either (a) a Note Owner that has provided the Representing Party written certification that it is a Note Owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from such Note Owner’s broker or dealer, or another similar document, or (b) any Noteholder.

“WFBNA” has the meaning specified in the first paragraph of this Agreement.

“Zero Balance Account” means an Account with a Receivables balance of zero.

Section 1.02. Other Definitional Provisions; Rules of Construction (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein, and accounting terms partially defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained herein shall control. The term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified. The term “including” and words of similar import will be deemed to be followed by “without limitation.” The canon of ejusdem generis may be applied only in the context of this Agreement’s purpose and not merely in the context of a particular phrase.

9

(d) A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns. Wherever from the context it appears appropriate, each term defined in either the singular or the plural form incorporates both the singular and the plural form of such term.

10

ARTICLE II

PURCHASE AND SALE OF RECEIVABLES

Section 2.01. Purchase and Sale.

(a) In consideration of Funding’s payment of each related Purchase Price, WFBNA hereby sells and assigns to Funding, without recourse, all of WFBNA’s right, title and interest in, to, and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account, and the Receivables existing on the related Addition Date and arising after that Addition Date in each Additional Account, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property (collectively, the “Purchased Assets”). Funding hereby accepts the Purchased Assets sold under this Agreement.

(b) Principal Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other related Purchased Assets, are sold by WFBNA and purchased by Funding on the Closing Date. Principal Receivables in each Initial Account that arise after the Closing Date, and the related Finance Charge Receivables and other related Purchased Assets, are sold by WFBNA and purchased by Funding on the date on which those Principal Receivables arise. Principal Receivables in each Additional Account that exist on the related Addition Date, and the related Finance Charge Receivables and other related Purchased Assets, are sold by WFBNA and purchased by Funding on that Addition Date. Principal Receivables in each Additional Account that arise after the related Addition Date, and the related Finance Charge Receivables and other related Purchased Assets, are sold by WFBNA and purchased by Funding on the date on which those Principal Receivables arise.

(c) WFBNA does hereby authorize the filing of all financing statements, amendments of financing statements, and continuation statements that are necessary or appropriate to perfect, or to maintain the perfection of, WFBNA’s sale of the Purchased Assets, and shall timely file all such financing statements, amendments of financing statements, and continuation statements pursuant to subsection 5.01(f) of this Agreement and deliver to Funding copies of such documentation. These financing statements, amendments of financing statements, and continuation statements must name the seller of the Purchased Assets, WFBNA, as debtor, U.S. Bank National Association, as Indenture Trustee, as secured party under the Indenture, the Issuer as the ultimate buyer and assignor secured party under the Transfer Agreement and the Indenture, respectively, and Funding as the intermediate buyer and assignor secured party under this Agreement and the Transfer Agreement, respectively. WFBNA must deliver to Funding a file-stamped copy or other evidence of such filing of each of these financing statements, amendments of financing statements, and continuation statements as soon as practicable after filing. All acts required of WFBNA in this paragraph must be taken at WFBNA’s own expense.

(d) On or prior to the Closing Date, WFBNA must mark its books, records, and computer files to make clear that the Receivables arising in the Initial Accounts and the related Purchased Assets have been sold to Funding under this Agreement and, transferred to the Issuer under the Transfer Agreement and pledged by the Issuer to the Indenture Trustee under the

11

Indenture. On or prior to each Addition Date, WFBNA must mark its books, records, and computer files to make clear that the Receivables arising in the related Additional Accounts and the related Purchased Assets have been sold to Funding under this Agreement, transferred to the Issuer under the Transfer Agreement and pledged by the Issuer to the Indenture Trustee under the Indenture. When a Transferred Account is created, WFBNA must mark its books, records, and computer files to make clear that the Receivables arising in that Transferred Account and the related Purchased Assets have been sold to Funding under this Agreement, transferred to the Issuer under the Transfer Agreement and pledged to the Indenture Trustee under the Indenture. In connection with such marking of its books, records and computer files, WFBNA shall also identify all such Accounts in the Pool Portfolio Number File with the designation “901”, “902”, “903”, “904” or “905”. WFBNA may not change any of these markings or entries in its books, records, or computer files or designation identifying any Account in the Pool Portfolio Number File, in each case relating to an Account unless and until (i) that Account becomes a Removed Account or (ii) WFBNA has taken all actions that are necessary or appropriate to maintain the perfection and the priority of Funding’s ownership interest in the related Purchased Assets. All acts required of WFBNA in this paragraph must be taken at WFBNA’s own expense.

(e) On or prior to the Closing Date, WFBNA must deliver to Funding the initial Account Schedule (which initial Account Schedule may omit the balance of the Receivables existing in each Account on the Closing Date). Not later than three (3) Business Days following the Closing Date, WFBNA must deliver to Funding an updated Account Schedule (which identifies any Transferred Accounts that were created during the intervening period). On or prior to each Addition Date, WFBNA must deliver to Funding an Account Schedule that identifies the related Additional Accounts (which Account Schedule may omit the balance of the Receivables existing in each Additional Account on the related Addition Date). Not later than three (3) Business Days following the related Addition Date, WFBNA must deliver to Funding an updated Account Schedule (which identifies any Transferred Accounts that were created during the intervening period). On or prior to each Removal Date, WFBNA must deliver to Funding an Account Schedule that identifies the related Removed Accounts (which Account Schedule may omit the balance of the Receivables existing in each Removed Account on the related Removal Date). Not later than three (3) Business Days following the related Removal Date, WFBNA must deliver to Funding an updated Account Schedule (which identifies any Transferred Accounts that were created during the intervening period). Promptly after a request from Funding, and at least once every two (2) months regardless of whether a request is made by Funding, WFBNA must deliver to Funding an updated Account Schedule that identifies all Transferred Accounts that were created during the applicable period. All acts required of WFBNA in this paragraph must be taken at WFBNA’s own expense.

(f) The parties intend that the transfer of the Purchased Assets by WFBNA to Funding be an absolute sale conveying good title, free and clear of any liens, claims, encumbrances or rights of others, from WFBNA to Funding, and not a secured borrowing. If the transaction under this Agreement were determined to be a secured borrowing or other loan rather than an absolute sale despite this expressly stated intent of the parties, then this Agreement shall constitute a security agreement under applicable law, and WFBNA shall be deemed to have granted, and does hereby grant to Funding a first priority security interest in all of WFBNA’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Purchased Assets

12

to secure WFBNA’s obligations under this Agreement. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in this paragraph.

Section 2.02. Addition of Accounts.

(a) Funding may be obligated to designate additional accounts under subsection 2.06(a) of the Transfer Agreement or may elect to designate additional accounts under subsection 2.06(b) of the Transfer Agreement. In either case, Funding may require that WFBNA designate Additional Accounts under this Agreement to enable Funding to satisfy that obligation or election. Funding must give WFBNA notice of this requirement to designate Additional Accounts under this Agreement at least four Business Days prior to the related Addition Date. If WFBNA fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to WFBNA, that failure will not be a breach of this Agreement.

(b) On each Addition Date, the related Additional Accounts will become Accounts if the following conditions have been satisfied:

(i) on or prior to that Addition Date, WFBNA must have filed all financing statements, amendments of financing statements, and continuation statements that are required under subsection 2.01(c);

(ii) on or prior to that Addition Date, WFBNA must have marked its books, records, and computer files to make clear that the Receivables arising in those Additional Accounts and the related Purchased Assets have been sold to Funding under this Agreement, transferred to the Issuer under the Transfer Agreement and pledged to the Indenture Trustee under the Indenture as provided in subsection 2.01(d);

(iii) on or prior to that Addition Date, WFBNA must have delivered to Funding an updated Account Schedule that identifies those Additional Accounts as provided in subsection 2.01(e);

(iv) on that Addition Date, WFBNA must have delivered to Funding an Officer’s Certificate of WFBNA, dated that Addition Date, certifying that the applicable representations and warranties described in Sections 4.01 and 4.02 are true and correct; and

(v) on that Addition Date, WFBNA and Funding must have executed a written assignment covering the related Purchased Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”).

Section 2.03. Removal of Accounts.

(a) From time to time, WFBNA may request (which request Funding may deny) the reassignment to it or its designee of all Funding’s right, title and interest in, to

13

and under (i) the Receivables existing on a specified Removal Date (as defined below) and arising after that Removal Date in one or more specified Accounts (the “Removed Accounts”), (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables) in such Removed Accounts, (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivables in such Removed Accounts, (iv) all Collections on such Receivables in such Removed Accounts, and (v) all proceeds of any of the foregoing property (collectively, the “Reassigned Assets”). Any such reassignment shall be subject to the satisfaction of the following conditions:

(i) on or before the day immediately preceding the desired Removal Date, WFBNA shall have given Funding written notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”);

(ii) Funding shall have delivered its written consent for such removal to WFBNA;

(iii) on or prior to the Removal Date, WFBNA shall have delivered to Funding an Account Schedule listing the Removed Accounts; and

(iv) except in the case of any Involuntary Removal, WFBNA shall have delivered to Funding an Officer’s Certificate, dated as of the Removal Date, to the effect that no selection procedure reasonably believed by WFBNA to be materially adverse to the interests of Funding or any of Funding’s creditors has been used in removing Removed Accounts from among any pool of Accounts of a similar type.

Upon satisfaction of the above conditions (and subject to Funding’s agreement, except in the case of Involuntary Removals, and receipt by Funding of the reassignment price agreed upon between Funding and WFBNA), Funding shall execute and deliver to WFBNA or its designee a written reassignment in substantially the form of Exhibit B (the related “Reassignment”) and shall, without further action, thereby sell and assign to WFBNA or its designee, effective as of the related Removal Date, without recourse, representation or warranty, all of Funding’s right, title and interest in, to and under the Reassigned Assets arising in the Removed Accounts. In addition, Funding shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by WFBNA to effect the conveyance of Reassigned Assets arising in Removed Accounts pursuant to this subsection 2.03(a). Any repurchase of the Reassigned Assets in Removed Accounts designated pursuant to this subsection 2.03(a) and a related Reassignment shall be effected at a purchase price equal to the fair market value of such Reassigned Assets relating to such Removed Accounts as of the Removal Date as agreed upon by the Issuer and WFBNA prior to such sale.

(b) WFBNA may from time to time, by complying with subsection 2.03(a)(i)–(iii), designate as Removed Accounts any Accounts identified for purchase by a third party in connection with an affinity or private label arrangement with WFBNA pursuant to the terms of the related credit card program agreement (each, an “Involuntary Removal”). Any repurchase of the Reassigned Assets in Removed Accounts designated pursuant to this subsection 2.03(b) and a related Reassignment shall be effected at a purchase price equal to the fair market value of such

14

Reassigned Assets relating to such Removed Accounts in such Involuntary Removal as of the Removal Date as agreed upon by the Issuer and WFBNA prior to such sale.

(c) WFBNA may from time to time, at its option, by notice to Issuer, designate as a Removed Account any Zero Balance Account. On or prior to the Removal Date for any Zero Balance Accounts, WFBNA shall have delivered to Funding an Account Schedule listing the Zero Balance Accounts that are to become Removed Accounts.

15

ARTICLE III

CONSIDERATION AND PAYMENT

Section 3.01. Purchase Price.

(a) Funding must pay to WFBNA each purchase price described in this Article III (a “Purchase Price”) in return for the related Purchased Assets. Notwithstanding any other provision of this Agreement, WFBNA is not obligated to sell Principal Receivables, and the related Finance Charge Receivables and other Purchased Assets, to Funding to the extent that Funding does not pay WFBNA the related Purchase Price.

(b) The Purchase Price for the Principal Receivables in each Initial Account that exist on the Closing Date and the Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of the Principal Receivables and Finance Charge Receivables existing in that Initial Account on the Closing Date, adjusted to reflect the factors that WFBNA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Funding to WFBNA in immediately available funds not later than the second Business Date following the Closing Date.

(c) The Purchase Price for the Principal Receivables in each Initial Account that arise on or after the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal Receivables, adjusted to reflect the factors that WFBNA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Funding to WFBNA in immediately available funds on each date (a “Purchase Price Payment Date”) mutually selected by WFBNA and Funding, but the Purchase Price Payment Date for any Principal Receivable and the related Finance Charge Receivables and other Purchased Assets must not be later than the fifth Business Day following the calendar month in which that Principal Receivable arises.

(d) The Purchase Price for the Principal Receivables in each Additional Account that exist on the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal Receivables and the Finance Charge Receivables existing in that Additional Account on that Addition Date, adjusted to reflect the factors that WFBNA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Funding to WFBNA in immediately available funds not later than the second Business Date following the Addition Date.

(e) The Purchase Price for the Principal Receivables in each Additional Account that arise after the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, is an amount equal to 100% of the aggregate balance of those Principal

16

Receivables, adjusted to reflect the factors that WFBNA and Funding mutually determine will result in a Purchase Price that is equal to the fair market value of those Principal Receivables and the related Finance Charge Receivables and other Purchased Assets. This Purchase Price is payable by Funding to WFBNA in immediately available funds on the related Purchase Price Payment Date, but the Purchase Price Payment Date for any Principal Receivable and the related Finance Charge Receivables and other Purchased Assets must not be later than the fifth Business Day following the calendar month in which that Principal Receivable arises.

(f) No determination of fair market value under this Section 3.01 can assume any purchase by Funding of Principal Receivables arising in the future or the related Finance Charge Receivables and other Purchased Assets.

Section 3.02. Adjustments to Purchase Price.

(a) The Purchase Price payable on any Purchase Price Payment Date will be reduced (a “Purchase Price Adjustment”) if, since the immediately preceding Purchase Price Payment Date, a Principal Receivable previously sold to Funding has been reduced by WFBNA or the Servicer (i) because of a rebate, refund, charge back, unauthorized charge, billing error to the related Obligors, or adjustment (other than by reason of any Servicer error), or (ii) as a result of a fraudulent or counterfeit charge. The amount of that Purchase Price Adjustment is equal to the amount by which that Principal Receivable has been reduced. A Purchase Price Adjustment must not be made for any recalculation that is caused by the Servicer’s breach of its obligations under the Servicing Agreement.

(b) If a Purchase Price Adjustment causes the Purchase Price to be a negative number, WFBNA must pay to Funding in immediately available funds on the related Purchase Price Payment Date an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price. If that Purchase Price Adjustment also requires Funding to compensate the Issuer under subsection 2.02(e) of the Transfer Agreement, the date by which Funding is required to do so must be a Purchase Price Payment Date.

Section 3.03. Use of Name, Logo and Marks. To the extent of its interest, WFBNA hereby grants to Funding a non-exclusive license to use the name “Wells Fargo”, “WFBNA,” “Wells Fargo Bank, National Association,” and all related identifying trade or service marks, signs, symbols, logos, and designs but only for use in servicing the Receivables and only for use in a manner that is consistent with the guidelines provided by WFBNA to Funding from time to time. Further, to the extent of its interest, WFBNA hereby grants to Funding a non-exclusive license to use all related servicing software but only for use in servicing the Receivables and only for use in a manner that is consistent with the guidelines provided by WFBNA to Funding from time to time. And further, to the extent of its interest, WFBNA hereby grants to Funding a non-exclusive license to use all related customer lists and other intangibles but only for use in servicing the Receivables and only for use in a manner that is consistent with the guidelines provided by WFBNA to Funding from time to time. These licenses are co-extensive with the term of this Agreement and, subject to their limitations, may be assigned to any servicer engaged by Funding in a securitization of the Receivables.

17

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of WFBNA Relating to WFBNA.

(a) On the Closing Date and each Addition Date, WFBNA represents and warrants to Funding as follows:

(i) WFBNA is a duly organized national banking association validly existing and in good standing under the laws of the United States of America and has, in all material respects, full power and authority to own its assets and operate its credit card business as presently owned or operated, and to execute, deliver, and perform its obligations under this Agreement. WFBNA is not organized under the laws of any other jurisdiction.

(ii) WFBNA is duly qualified to do business (or is exempt from such requirements) as a foreign corporation and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on WFBNA or the transactions contemplated by, or its ability to perform its obligations under, this Agreement.

(iii) WFBNA has duly authorized, by all necessary action, its execution and delivery of this Agreement and any related Supplemental Conveyance and its consummation of the transactions contemplated by this Agreement and any related Supplemental Conveyance and this Agreement will remain, from the time of its execution, an official record of WFBNA.

(iv) WFBNA’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which WFBNA is a party or by which WFBNA or any of its properties are bound, except where such breach or default could not be reasonably expected to materially and adversely affect WFBNA’s ability to perform its obligations under this Agreement.

(v) WFBNA’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with or violate any Requirement of Law applicable to WFBNA, except where such conflict or violation

18

could not be reasonably expected to materially and adversely affect WFBNA’s performance of its obligations under this Agreement.

(vi) No proceeding or investigation against WFBNA is pending or, to the best of WFBNA’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement or any related Supplemental Conveyance is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement or any related Supplemental Conveyance, (C) seeks any determination or ruling that, in WFBNA’s reasonable judgment, would materially and adversely affect WFBNA’s performance under this Agreement or any related Supplemental Conveyance, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any related Supplemental Conveyance.

(vii) WFBNA has obtained all approvals, authorizations, licenses, consents, and orders required of any Governmental Authority in connection with WFBNA’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance.

(viii) No Insolvency Event relating to WFBNA has occurred and is continuing.

(ix) WFBNA’s home office is located at 101 N. Phillips Avenue, Sioux Falls, SD, 57104.

(b) The representations and warranties set forth in this Section 4.01 will survive the sale of the Purchased Assets to Funding. If WFBNA or Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the Indenture Trustee.

Section 4.02. Representations and Warranties of WFBNA Relating to the Agreement and the Receivables.

(a) On the Closing Date, in the case of any Initial Account and the related Receivables, and on each Addition Date, in the case of any related Additional Account and the related Receivables, WFBNA represents and warrants to Funding as follows:

(i) This Agreement and any related Supplemental Conveyance constitute the legal, valid, and binding obligations of WFBNA enforceable against WFBNA in accordance with their terms, except as enforceability may be limited by Debtor Relief Laws or general principles of equity.

(ii) This Agreement and any related Supplemental Conveyance effect a valid sale and assignment to Funding of the related Receivables, and that sale is perfected under the UCC.

19

(iii) No selection procedures adverse to Funding or any of its transferees have been employed by WFBNA (1) as of the Initial Representation Date, in the selection of the Initial Accounts or (2) as of each applicable Addition Representation Date, in the selection of the Additional Accounts designated on such Addition Date.

(iv) Each related Receivable existing on the Closing Date, in the case of any Initial Account, or existing as of the related Addition Date, in the case of any Additional Account, is sold to Funding free and clear of any Lien arising through or under WFBNA or any of its Affiliates other than Funding, except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes.

(v) Each related Receivable arising after the Closing Date, in the case of any Initial Account, or after the related Addition Date, in the case of any Additional Account, is sold to Funding free and clear of any Lien arising through or under WFBNA or any of its Affiliates other than Funding, except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes.

(vi) WFBNA’s sale to Funding of each related Receivable existing on the Closing Date, in the case of any Initial Account, or existing on the related Addition Date, in the case of any Additional Account, was entered into in the ordinary course of business, not in contemplation of insolvency and with no intent to hinder, delay or defraud WFBNA or its creditors.

(vii) WFBNA’s sale to Funding of each related Receivable arising after the Closing Date, in the case of any Initial Account, or after the related Addition Date, in the case of any Additional Account, was entered into in the ordinary course of business, not in contemplation of insolvency and with no intent to hinder, delay or defraud WFBNA or its creditors.

(viii) All consents, licenses, approvals, or authorizations of, or registrations or declarations with, any Governmental Authority that are required in connection with WFBNA’s sale of each related Receivable to Funding have been obtained or made by WFBNA and are fully effective.

(ix) The Account Schedule identifies all of the existing Accounts.

(x) As of the Initial Representation Date in the case of any Initial Account, or as of the related Addition Representation Date, in the case of any Additional Account, the related Account is an Eligible Account.

(xi) As of (1) the Closing Date, in the case of the Initial Accounts, each Receivable existing in that Account on the Closing Date is an Eligible Receivable and

20

(2) the related Addition Date, in the case of any Additional Account, each Receivable existing in that Account is an Eligible Receivable.

(xii) On any date after the Closing Date, in the case of any Initial Account, or after the related Addition Date, in the case of any Additional Account, on which any new Receivable is created, that Receivable is an Eligible Receivable.

(b) The representations and warranties set forth in this Section 4.02 will survive the sale of the Purchased Assets to Funding. If WFBNA or Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party, the Issuer and the Indenture Trustee. WFBNA acknowledges that Funding will rely on these representations and warranties in making its own representations and warranties to its transferees, including the Issuer and that the Issuer will rely on these representations and warranties in making its own representations and warranties to its pledgees, including the Indenture Trustee, and WFBNA consents to that reliance.

Section 4.03. Representations and Warranties of Funding.

(a) On the Closing Date and each Addition Date, Funding represents and warrants to WFBNA as follows:

(i) Funding is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Funding has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.

(ii) Funding is duly qualified to do business (or is exempt from such requirements) as a foreign corporation or foreign limited liability company and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on Funding or the transactions contemplated by, or its ability to perform its obligations under, this Agreement.

(iii) Funding has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and any related Supplemental Conveyance and its consummation of the transactions contemplated by this Agreement and any related Supplemental Conveyance.

(iv) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with, breach any term of, or cause a default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Funding is a party or by which Funding or any of its properties are bound, except where

21

such breach or default could not be reasonably expected to materially and adversely affect Funding’s ability to perform its obligations under this Agreement.

(v) Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance do not conflict with or violate any Requirement of Law applicable to Funding, expect where such conflict or violation could not be reasonably expected to materially and adversely affect Funding’s performance of its obligations under this Agreement.

(vi) No proceeding or investigation against Funding is pending or, to the best of Funding’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement or any related Supplemental Conveyance is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement or any related Supplemental Conveyance, (C) seeks any determination or ruling that, in Funding’s reasonable judgment, would materially and adversely affect Funding’s performance under this Agreement or any related Supplemental Conveyance, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any related Supplemental Conveyance.

(vii) Funding has obtained all approvals, authorizations, licenses, consents, and orders required of any Governmental Authority in connection with Funding’s execution and delivery of this Agreement and any related Supplemental Conveyance, its performance of the transactions contemplated by this Agreement and any related Supplemental Conveyance, and its fulfillment of the terms of this Agreement and any related Supplemental Conveyance.

(viii) No Insolvency Event relating to Funding has occurred and is continuing.

(b) The representations and warranties set forth in this Section 4.03 will survive the sale of the Purchased Assets to Funding. If WFBNA or Funding discovers a breach of any of these representations and warranties, the party discovering that breach must give prompt notice to the other party and the Indenture Trustee.

22

ARTICLE V

COVENANTS

Section 5.01. Covenants of WFBNA. WFBNA covenants to do the following:

(a) Except in enforcing or collecting an Account, WFBNA will take no action that results in any Receivable not being an account under Article 9 of the New York UCC, and therefore, WFBNA will take no action that results in any Receivable being an instrument or chattel paper under Article 9 of the New York UCC. If WFBNA breaches this covenant, WFBNA must repurchase the related Receivable as though it qualified for repurchase under Section 6.01.

(b) Except for the sale to Funding under this Agreement, or, with respect to the Receivables in any Account that became a Defaulted Account, WFBNA will not (i) sell, assign, or transfer any Receivable to any other Person, (ii) take any other action that is inconsistent with the ownership of each Receivable by Funding or its transferee, or (iii) grant, create, incur, assume, or suffer to exist any Lien arising through or under WFBNA on any Receivable, except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes. WFBNA will not claim any interest in any Receivable and will defend the ownership interest of Funding or its transferee in each Receivable against any third party claiming through or under WFBNA.

(c) If a Transfer Restriction Event occurs, WFBNA must continue to allocate and pay to Funding all Collections on the Receivables that previously were sold to Funding unless prohibited from doing so by any Governmental Authority or Requirement of Law. If WFBNA and Funding cannot determine whether collections relate to a Receivable that was sold to Funding or to a receivable that cannot be sold to Funding, WFBNA must allocate payments on the related Account proportionately based on the total amount of Principal Receivables in that Account then owned by Funding or any transferee through it and the total amount of principal receivables in that Account then owned by WFBNA. WFBNA will acknowledge that Funding or transferees through it continue to own all Principal Receivables that were sold to Funding prior to the Transfer Restriction Event, all Collections on those Principal Receivables, all Finance Charge Receivables that accrue on those Principal Receivables regardless of when they arise, and all Collections on those Finance Charge Receivables.

(d) If WFBNA, in its individual capacity, as opposed to in its capacity as servicer under the Servicing Agreement, receives Collections on any Receivable and/or any amount of Interchange with respect to any Receivable, WFBNA shall, as promptly as possible after the Date of Processing of such Collections and/or such Interchange, as applicable, but in no event later than the second Business Day following such Date of Processing, deliver such Collections and/or such Interchange to Funding or, if Funding directs, to its designee or agent. In connection with this covenant, WFBNA acknowledges that Funding has directed WFBNA to deliver any

23

such Collections and/or any such Interchange hereunder to the Servicer under the Servicing Agreement to be allocated, paid and deposited as provided in the Transaction Documents.

(e) WFBNA shall not convey, assign, exchange or otherwise transfer any Account until such time as such Account becomes a Defaulted Account or a Removed Account.

(f) WFBNA shall timely file in all appropriate filing offices the documents which are necessary or advisable to perfect and maintain the perfection of Funding’s interest in the Purchased Assets.

(g) WFBNA will not change its name or its type or jurisdiction of organization without first delivering to Funding an opinion of counsel stating that all actions and filings that are necessary or appropriate to maintain the perfection and the priority of Funding’s ownership interest in the Receivables have been taken or made.

(h) On [________ __] in each calendar year, beginning [____], WFBNA will deliver to Funding, the Issuer and the Indenture Trustee an opinion of counsel (i) stating that no further filing of any financing statement, amendment of financing statement, or continuation statement is then necessary to perfect Funding’s ownership interest in the Receivables, and (ii) stating that no further filing of any financing statement, amendment of financing statement, or continuation statement will be necessary prior to [________ __] of the next calendar year to maintain the perfection of Funding’s ownership interest in the Receivables or, if that is not the case, identifying each filing that will be necessary prior to [________ __] of that calendar year.

(i) Except (i) as otherwise required by any Requirements of Law or (ii) as is deemed by WFBNA to be necessary in order for it to maintain its consumer credit card business or a program operated by such consumer credit card business on a competitive basis based on a good faith assessment by it of the nature of the competition in the consumer credit card business or such program, WFBNA shall not at any time reduce the annual percentage rate of the Periodic Finance Charges assessed on the Receivables or other fees charged on any of the Accounts if such reduction would not be also applied to any comparable segment of accounts owned by WFBNA which have characteristics the same as, or substantially similar to, such Accounts that are subject to such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between WFBNA and an unrelated third party or by the terms of the Credit Card Agreements.

(j) WFBNA shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines except insofar as any failure so to comply or perform would not materially and adversely affect the rights of Funding or any of its assigns. Subject to compliance with each Requirement of Law, WFBNA may change the terms and provisions of the applicable Credit Card Agreements or the applicable Credit Card Guidelines with respect to any of the Accounts in any respect (including the calculation of the amount, or the timing, of charge-offs and the Periodic Finance Charges and other fees to be assessed thereon) only if in the reasonable judgment of WFBNA such change would be made applicable to any comparable segment of the revolving credit card accounts owned by WFBNA which have characteristics the same as, or substantially similar to, such Accounts that are subject

24

to such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between WFBNA and an unrelated third party or by the terms of the Credit Card Agreements.

(k) WFBNA shall notify Funding after becoming aware of any Lien arising through or under WFBNA on any Purchased Asset.

Section 5.02. Mutual Covenants; Compliance with the FDIC Rule.

(a) Each of WFBNA and Funding acknowledges and agrees that the purpose of this Section 5.02 is to comply with the provisions of the FDIC Rule and FDIC Interpretations.

(b) Schedule 5.02 is expressly incorporated in this Agreement. Each of WFBNA and Funding agree to perform their respective obligations set forth in Schedule 5.02 and to take such other action (or refrain from taking action) to give full effect to the requirements set forth on Schedule 5.02.

(c) In the event that WFBNA becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule to WFBNA or Funding, the party receiving such notice shall promptly deliver such notice to the other party, with a copy to the Issuer, the Owner Trustee and the Indenture Trustee.

25

ARTICLE VI

REPURCHASE OBLIGATION

Section 6.01. Reassignment of Ineligible Receivables.

(a) WFBNA must accept reassignment of any Receivable if Funding is required to accept reassignment of that Receivable under subsection 2.04(d) of the Transfer Agreement and if either of the following conditions is satisfied:

(i) (A) the representation of WFBNA under subsection 4.02(a)(iv) or (vi) relating to that Receivable is not true and correct as of the applicable date, or the representation of WFBNA under subsection 4.02(a)(xi) or (xii) relating to that Receivable is not true and correct as of the applicable date because clause (d) of the definition of Eligible Receivable is not satisfied, and

(B) any of the following conditions is satisfied: (I) that Receivable is charged off as uncollectible, (II) the interest of Funding or its transferee in that Receivable or its proceeds is impaired, (III) the proceeds of that Receivable are not available to Funding or its transferee free and clear of any Lien, (IV) the Lien on that Receivable runs in favor of any Governmental Authority, (V) the Lien on that Receivable is a tax lien, (VI) the Lien on that Receivable arises under Title IV of the Employee Retirement Income Security Act, or (VII) WFBNA has consented to the Lien on that Receivable; or

(ii) (A)(I) the representation of WFBNA under subsection 4.02(a)(iv), (xi), or (xii) relating to that Receivable is not true and correct as of the applicable date and that breach is not addressed by subsection 6.01(a)(i), or (II) the representation of WFBNA under subsection 4.02(a)(i), (ii), (v), (viii), or (ix) relating to that Receivable is not true and correct as of the applicable date, and

(B) any of the following conditions is satisfied: (I) the related Account is a Defaulted Account, (II) the interest of Funding or its transferee in that Receivable or its proceeds is impaired, or (III) the proceeds of that Receivable are not available to Funding or its transferee free and clear of any Lien, and

(C) that breach is not cured within sixty (60) days, or a longer period up to one hundred twenty (120) days to which Funding consents, from the earlier of the date on which WFBNA discovers that breach or the date on which WFBNA is given notice of that breach.

(b) WFBNA must accept reassignment of any Receivable described in subsection 6.01(a) on the date on which that Receivable is reassigned to Funding under subsection 2.04(e) of the Transfer Agreement. On that date, automatically and without further action, Funding hereby reassigns to WFBNA, without recourse, representation, or warranty, all

26

of Funding’s right, title and interest in, to, and under (i) that Receivable, (ii) all monies due or to become due with respect to such Receivable, (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to that Receivable, (iv) all Collections on that Receivable, and (v) all proceeds of any of the foregoing property. On that date, WFBNA must pay to Funding or, if Funding directs, to its designee or agent, in immediately available funds an amount equal to the unpaid balance of that Receivable, and Funding will treat that Receivable as collected in full. Also on that date, automatically and without further action WFBNA acknowledges that Funding has directed it to deliver these immediately available funds to the Servicer under the Servicing Agreement for deposit into the Collection Account pursuant to the Indenture. Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by WFBNA to effectuate this reassignment.

(c) After a reassignment under subsection 6.01(b), if WFBNA and Funding cannot determine whether collections relate to a Receivable that is owned by Funding or any applicable transferee or to a receivable that has been reassigned to WFBNA, WFBNA and Funding must allocate payments on the related Account proportionately based on the total amount of Principal Receivables in that Account then owned by Funding or any applicable transferee and the total amount of principal receivables in that Account then owned by WFBNA.

Section 6.02. Reassignment of Other Receivables.

(a) WFBNA must accept reassignment of a set of Receivables if Funding is required to accept reassignment of those Receivables under subsection 2.04(e) of the Transfer Agreement and if the representation of WFBNA under subsection 4.02(a)(i) or (ii) relating to those Receivables is not true and correct as of the applicable date.

(b) WFBNA must accept reassignment of the Receivables described in subsection 6.02(a) on the date on which those Receivables are reassigned to Funding under subsection 2.04(e) of the Transfer Agreement. On that date, automatically and without further action, Funding hereby reassigns to WFBNA, without recourse, representation, or warranty, all of Funding’s right, title and interest in, to, and under (i) those Receivables, (ii) all monies due or to become due with respect to such Receivables, (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to those Receivables, (iv) all Collections on those Receivables, and (v) all proceeds of any of the foregoing property. On the Business Day immediately preceding that date, WFBNA must pay to Funding or, if Funding directs, to its designee or agent, in immediately available funds an amount equal to the unpaid balance of those Receivables, and Funding will treat those Receivables as collected in full. WFBNA acknowledges that Funding has directed it to deliver these immediately available funds to the Servicer under the Servicing Agreement for deposit into the Collection Account pursuant to the Indenture. Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by WFBNA to effectuate this reassignment.

Section 6.03. Dispute Resolution.

(a) If any Receivable is subject to repurchase pursuant to Section 6.01 or Section 6.02 of this Agreement, which repurchase is not resolved in accordance with the terms of this

27

Agreement within one hundred eighty (180) days after notice is delivered to WFBNA as specified in any such Section, Funding, the Indenture Trustee, acting at the direction of the Majority Holders of all Series, or a Verified Note Owner (each, a “Requesting Party”) will have the right to refer the matter, at its discretion, in the case of Funding, and solely as directed, in the case of the Indenture Trustee, to either third-party mediation (including nonbinding arbitration) or arbitration pursuant to this Section 6.03 and WFBNA is hereby deemed to consent to the selected resolution method. At the end of the 180-day period described above, the Representing Party (as defined below) may provide notice informing the Requesting Party of the status of its request or, in the absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party will provide written notice of its intention to refer the matter to mediation or arbitration to WFBNA (in such capacity, the “Representing Party”) within thirty (30) calendar days following such one hundred eightieth (180th) day. WFBNA agrees to participate in the resolution method selected by the Requesting Party.

(b) If the Requesting Party selects mediation as the resolution method, the following provisions will apply:

(i) The mediation will be administered by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules and Mediation Procedures in effect at the time the mediation is initiated (the “Rules”); provided, that if any of the Rules are inconsistent with the procedures for the mediation or arbitration stated in this Agreement, the procedures in this Agreement will control.

(ii) The mediator must be a Qualified Dispute Resolution Professional. Upon being supplied a list, by the AAA, of at least ten potential mediators that are each Qualified Dispute Resolution Professionals, each of the Requesting Party and the Representing Party will have the right to exercise two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible.

(iii) Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within ten (10) Business Days of the selection of the mediator and to conclude the mediation within thirty (30) days of the start of the mediation.

(iv) The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Representing Party as part of the mediation.

(v) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to subsection 6.03(d) below.

28

(c) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply:

(i) The arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in this Agreement, and under the auspices of the AAA and in accordance with the Rules.

(ii) If the repurchase request specified in subsection 6.03(a) involves the repurchase of an aggregate amount of Receivables of less than 5% of the total Principal Receivables held by the Issuer as of the date of such repurchase request, a single arbitrator will be used. That arbitrator must be a Qualified Dispute Resolution Professional. Upon being supplied a list of at least ten potential arbitrators that are each Qualified Dispute Resolutions Professionals by the AAA, each of the Requesting Party and the Representing Party will have the right to exercise two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible.

(iii) If the repurchase request specified in subsection 6.03(a) involves the repurchase of an aggregate amount of Receivables equal to or in excess of 5% of the total Principal Receivables held by the Issuer as of the date of such repurchase request, a three-arbitrator panel will be used. The arbitral panel will consist of three (3) Qualified Dispute Resolution Professionals, (A) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Representing Party of its selection of arbitration, (B) one to be appointed by the Representing Party within five (5) Business Days of the Requesting Party’s appointment of an arbitrator, and (C) the third, who will preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two (2) party-appointed arbitrators fail to appoint the third within the relevant time periods, then the appointments will be made by the AAA pursuant to the Rules.

(iv) Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(v) The Requesting Party and the Representing Party each agree that it is their intention that after consulting with the parties, the arbitrator or arbitral panel, as applicable, will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within thirty (30) days after appointment of the arbitrator or arbitral panel, as applicable. The arbitrator or the arbitral panel, as applicable, will have

29

the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration:

(A) Consistent with the expedited nature of arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense.

(B) At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours’ duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.

(C) Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive.

(D) All discovery shall be completed within sixty (60) days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable, will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary.

(vi) The Requesting Party and the Representing Party each agree that it is their intention that the arbitrator or the arbitral panel, as applicable, will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award punitive damages or consequential damages in any arbitration conducted. The Requesting Party and the Representing Party each agree that it is their intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitrator or the arbitral panel, as applicable, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion. The

30

determination of the arbitrator or the arbitral panel, as applicable, must be consistent with the provisions of this Agreement, including Section 9.06 (with the understanding that any costs allocated to Funding under this subsection 6.03(c)(vi) will be limited as though such costs were claims of WFBNA for purposes of Section 9.06), and will be in writing and counterpart copies will be promptly delivered to the parties. The determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the determination of the arbitrator or the arbitral panel, as applicable, will be final and non-appealable and may be entered in and may be enforced in, any court of competent jurisdiction.

(vii) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(viii) No Person may bring a putative or certified class action to arbitration.

(d) The following provisions will apply to both mediations and arbitrations:

(i) Any mediation or arbitration will be held in Charlotte, North Carolina.

(ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law.

(iii) The details and/or existence of any unfulfilled repurchase request specified in subsection 6.03(a) above, any informal meetings, mediations or arbitration proceedings, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration will be admissible in that particular arbitration. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. Notwithstanding anything in this Section 6.03 to the contrary, any discovery taken in connection with any arbitration pursuant to subsection 6.03(c) above will be admissible in that particular arbitration.

31

ARTICLE VII

CONDITIONS PRECEDENT

Section 7.01. Conditions to Funding’s Obligation on the Closing Date. Funding’s obligation to purchase the Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Purchased Assets is subject to the following conditions being satisfied:

(a) the representations and warranties made by WFBNA in this Agreement on the Closing Date must be true and correct;

(b) all information provided by WFBNA to Funding relating to the Initial Accounts must be true and correct;

(c) WFBNA must have (i) delivered the initial Account Schedule to Funding and (ii) performed all other obligations required of WFBNA prior to the Closing Date under this Agreement;

(d) WFBNA must have filed all financing statements, amendments of financing statements, and continuation statements that are required under subsection 2.01(c); and

(e) all corporate and legal matters relating to this Agreement must have been addressed in a manner satisfactory to Funding, and all related documents reasonably requested of WFBNA by Funding must have been received.

Section 7.02. Conditions to WFBNA’s Obligation on the Closing Date. WFBNA’s obligation to sell the Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, is subject to the following conditions being satisfied:

(a) the representations and warranties made by Funding in this Agreement on the Closing Date must be true and correct; and

(b) all corporate and legal matters relating to this Agreement must have been addressed in a manner satisfactory to WFBNA, and all related documents reasonably requested of Funding by WFBNA must have been received.

32

ARTICLE VIII

TERM AND PURCHASE TERMINATION

Section 8.01. Term. This Agreement will commence on the Closing Date and will continue at least until the earlier of (a) the termination of the Issuer and (b) the amendment of the Transfer Agreement to remove Funding as Transferor. After that time, WFBNA and Funding may terminate this Agreement by mutual agreement.

Section 8.02. Purchase Termination. WFBNA immediately must cease to sell Principal Receivables, and the related Finance Charge Receivables and other Purchased Assets, to Funding if an Insolvency Event with respect to WFBNA occurs. Still, Funding or its transferee will continue to own all Principal Receivables that were sold to Funding prior to such Insolvency Event with respect to WFBNA, all Collections on those Principal Receivables, all Finance Charge Receivables that accrue on those Principal Receivables regardless of when they arise, and all Collections on those Finance Charge Receivables. If WFBNA and Funding cannot determine whether collections relate to a Receivable that was sold to Funding or to a receivable that has not been sold to Funding, WFBNA and Funding must allocate payments on the related Account proportionately based on the total amount of Principal Receivables in that Account then owned by Funding or any applicable transferee and the total amount of principal receivables in that Account then owned by WFBNA. WFBNA promptly must give notice of any Insolvency Event with respect to itself to Funding, the Issuer and the Indenture Trustee.

33

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment. This Agreement can only be modified in a written document executed by Funding and WFBNA. No amendment of this Agreement will be effective unless (a) Funding has given prior notice of the amendment to the Issuer, the Indenture Trustee and each Note Rating Agency then rating any security issued by the Issuer and (b) the Rating Agency Condition is satisfied with respect to such amendment. Funding must send a copy of each amendment of this Agreement to the Issuer, the Indenture Trustee and each Note Rating Agency then rating any security issued by the Issuer. A Supplemental Conveyance, Reassignment, or any other document executed in connection with a sale or reassignment under this Agreement, will amend this Agreement, but will not require satisfaction of the conditions specified in this Section 9.01.

Section 9.02. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDER BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR ANY SECURITY FOR THE OBLIGATIONS OF WFBNA ARISING HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON

34

CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 9.03 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION 9.02 SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDER BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 9.02(c) SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 6.03.

Section 9.03. Notices. All notices and other communications under this Agreement must be in writing and will be considered effective when delivered (or in the case of facsimile or electronic transmission, when received) by hand, by courier, by overnight delivery service, or by certified mail, return receipt requested and postage prepaid, or sent by facsimile or electronic transmission:

(a) in the case of WFBNA, to

Wells Fargo Bank, National Association

550 S. Tryon Street, Floor 10, D1086-102

Charlotte, NC 28202

Attention: Corporate Treasury - Global Funding

Email: WFBNAWFCITSeller@wellsfargo.com

35

(b) in the case of Funding, to:

WF Card Funding, LLC

550 S. Tryon Street, Floor 10, D1086-103

Charlotte, NC 28202

Attention: Corporate Treasury - Global Funding

Telephone: 866-263-3059

Email: WFCardFunding@wellsfargo.com

(c) in the case of the Issuer, to:

WF Card Issuance Trust

c/o Wilmington Trust, National Association, as owner trustee

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Capital Markets

(d) in the case of the Indenture Trustee, to:

U.S. Bank National Association

One Federal Street

3^rd Floor

Boston, Massachusetts 02110

Attention: WF Card Issuance Trust

Telephone: 617.603.6888

Email: kevin.blanchard@usbank.com

Any of these entities may designate a different address in a written notice to the others under this Section 9.03.

Section 9.04. Severability. If any part of this Agreement is held to be invalid or otherwise unenforceable, the rest of this Agreement will be considered severable and will continue in full force.

Section 9.05. Assignment. No party can assign any interest in this Agreement, except that (a) Funding may assign its interest in this Agreement to the Issuer under the Transfer Agreement and the Issuer may pledge and assign its interest to the Indenture Trustee under the Indenture and (b) each of WFBNA or Funding may assign its interest in this Agreement to any other Person if (i) at least ten (10) days prior to the assignment, notice is given to the other party, the Issuer, the Indenture Trustee, and each Note Rating Agency then rating any security issued by Issuer, (ii) WFBNA or Funding, as non-assigning party, as applicable, gives its prior written approval to the assignment, and (iii) the Rating Agency Condition is satisfied with respect to such assignment.

Section 9.06. Acknowledgement of WFBNA. WFBNA acknowledges that Funding intends to assign all of its right, title, and interest in, to, and under this Agreement and the

36

Purchased Assets to the Issuer under the Transfer Agreement and the Issuer intends to pledge or assign all of its right, title, and interest in, to and under this Agreement and the Purchased Assets to the Indenture Trustee under the Indenture, and WFBNA consents to each such pledge and assignment. WFBNA will have no remedy against Funding under this Agreement other than a claim for money damages and then only to the extent of funds available to Funding. WFBNA must not assert any claim to or interest in any Purchased Asset and must not take any action that would interfere with the receipt of Collections on the Purchased Assets by Funding or the Issuer under the Transfer Agreement or the Indenture Trustee under the Indenture. If any amount payable by WFBNA to Funding under this Agreement in turn must be paid by Funding to the Issuer, the Servicer or the Indenture Trustee under any of the Transfer Agreement, the Servicing Agreement or the Indenture, as applicable, and if Funding directs, WFBNA must pay that amount directly to such Person as directed by Funding.

Section 9.07. Further Assurances. Each party must take all actions that are reasonably requested by each other party hereto to effect more fully the purposes of this Agreement.

Section 9.08. No Waiver; Cumulative Remedies. No failure to exercise or delay in exercising any right or remedy under this Agreement will effect a waiver of that right or remedy. No single or partial exercise of any right or remedy under this Agreement will preclude any other or further exercise of that right or remedy or any other right or remedy. Except as otherwise expressly provided, the rights and remedies under this Agreement are cumulative and not exhaustive.

Section 9.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Agreement and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Section 9.10. Binding Effect; Third-Party Beneficiaries. This Agreement benefits and is binding on the parties and their respective successors and permitted assigns. The Issuer, the Servicer and the Indenture Trustee are third-party beneficiaries of this Agreement. Each of WFBNA and Funding hereby agrees to deliver to the Issuer and the Indenture Trustee a copy of all notices, opinions, agreements, certificates and documents to be delivered by it hereunder. Except as otherwise provided in this Article IX, no other Person will have any right or obligation hereunder.

Section 9.11. Merger and Integration. This Agreement contains all of the terms and conditions relating to its subject matter to which the parties have agreed. All prior understandings of any kind are superseded by this Agreement.

37

Section 9.12. Headings. The headings are for reference only and must not affect the interpretation of this Agreement.

Section 9.13. Schedules, Exhibits and Annexes. All schedules, exhibits and annexes are fully incorporated into this Agreement.

Section 9.14. Survival of Representations and Warranties. All representations, warranties, and covenants in this Agreement will survive the transfer of the Purchased Assets to Funding, the sale of the Purchased Assets to the Issuer under the Transfer Agreement and the pledge of the Purchased Assets to the Indenture Trustee for the benefit of the Noteholders under the Indenture.

Section 9.15. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, to the fullest extent permitted by law, WFBNA must not file, commence, join, or acquiesce in a petition or a proceeding, or cause Funding to file, commence, join, or acquiesce in a petition or a proceeding, that causes (a) Funding to be a debtor under any Debtor Relief Law or (b) a trustee, conservator, receiver, liquidator, or similar official to be appointed for Funding or any substantial part of any of its property.

38

Executed as of this ____ day of ______, 20____.

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:

WF CARD FUNDING, LLC
By:
	Name:
	Title:

[Signature Page to Receivables Purchase Agreement]

EXHIBIT A

FORM OF SUPPLEMENTAL CONVEYANCE

This Supplemental Conveyance No. [___] (this “Supplemental Conveyance”) is made as of [________ __, ____], between Wells Fargo Bank, National Association, a national banking association (“WFBNA”), and WF Card Funding, LLC, a Delaware limited liability company (“Funding”).

BACKGROUND

WFBNA and Funding are designating additional credit card accounts under the Receivables Purchase Agreement, dated as of [________ __, ____], between WFBNA and Funding (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).

AGREEMENT

In consideration of the mutual promises in this Supplemental Conveyance and for other valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree to the following:

1. Defined Terms and Rules of Construction. Each capitalized term is defined in this Section 1, or if not defined here, in the Receivables Purchase Agreement. Rules of construction in the Receivables Purchase Agreement apply in this Supplemental Conveyance. The following definitions apply in this Supplemental Conveyance:

“Addition Date” means, for the Additional Accounts, the opening of business on [________ __, ____].

“Addition Representation Date” means, with respect to Additional Accounts designated hereby, [________ __, ____].¹

“Additional Account” means each credit card account that is designated as an Account under this Supplemental Conveyance and that is identified on Schedule 1 to this Supplemental Conveyance. The term “Additional Account” shall include any Transferred Account relating to any such Additional Account.

“Additional Purchased Assets” has the meaning set forth in subsection 3(a).

“Funding” has the meaning set forth in the first paragraph of this Supplemental Conveyance.

¹  The specified Addition Representation Date shall be not more than [7] Business Days prior to the Addition Date.

A-1

“Receivables Purchase Agreement” has the meaning set forth above under the heading “Background.”

“Supplemental Conveyance” has the meaning set forth in the first paragraph of this document.

“WFBNA” has the meaning set forth in the first paragraph of this Supplemental Conveyance.

2. Designation of Additional Accounts. The Additional Accounts identified on Schedule 1 to this Supplemental Conveyance are designated as Accounts under this Supplemental Conveyance and the Receivables Purchase Agreement from and after the Addition Date. Schedule 1 is fully incorporated into this Supplemental Conveyance and the Receivables Purchase Agreement and supplements the Account Schedule under the Receivables Purchase Agreement from and after the Addition Date.

3. Sale of Additional Purchased Assets.

(a) In consideration of Funding’s payment of each related Purchase Price under the Receivables Purchase Agreement, WFBNA hereby sells and assigns to Funding, without recourse, all of WFBNA’s right, title and interest in, to, and under (i) the Receivables existing on the Addition Date and arising after the Addition Date in each Additional Account, (ii) all monies due or to become due with respect to such Receivables (including Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of this property (collectively, the “Additional Purchased Assets”). Funding hereby accepts the Additional Purchased Assets sold under this Supplemental Conveyance.

(b) WFBNA must take all actions relating to this sale of the Additional Purchased Assets that are required under subsections 2.01(c), (d), and (e) of the Receivables Purchase Agreement.

(c) The parties intend that the transfer of the Additional Purchased Assets by WFBNA to Funding be an absolute sale conveying good title, free and clear of any liens, claims, encumbrances, or rights of others, from WFBNA to Funding, and not a secured borrowing. If the transaction under this Supplemental Conveyance were determined to be a secured borrowing or other loan rather than an absolute sale despite this expressly stated intent of the parties, then this Supplemental Conveyance shall constitute a security agreement under applicable law, and WFBNA shall be deemed to have granted, and does hereby grant to Funding a first priority security interest in all of WFBNA’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Additional Purchased Assets to secure WFBNA’s obligations under this Supplemental Conveyance and the Receivables Purchase Agreement. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in this paragraph.

A-2

4. Representations and Warranties of WFBNA. WFBNA acknowledges its representations and warranties relating to the Additional Accounts that are made on the Addition Date under Sections 4.01 and 4.02 of the Receivables Purchase Agreement.

5. Ratification. This Supplemental Conveyance supplements the Receivables Purchase Agreement from and after the Addition Date, and the parties ratify the Receivables Purchase Agreement as supplemented by this Supplemental Conveyance.

6. Counterparts. This Supplemental Conveyance may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Supplemental Conveyance and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Supplemental Conveyance and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Each party must take all actions that are reasonably requested by the other party to effect more fully the purposes of this Supplemental Conveyance.

7. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS SUPPLEMENTAL CONVEYANCE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS SUPPLEMENTAL CONVEYANCE AND THE RECEIVABLES PURCHASE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS SUPPLEMENTAL CONVEYANCE OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL CONVEYANCE; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS SUPPLEMENTAL CONVEYANCE SHALL BE DEEMED OR

A-3

OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR ANY SECURITY FOR THE OBLIGATIONS OF WFBNA ARISING HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 9.03 OF THE RECEIVABLES PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION 7 SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS SUPPLEMENTAL CONVEYANCE OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 7 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 6.03 OF THE RECEIVABLES PURCHASE AGREEMENT.

[The rest of this page is left blank intentionally.]

A-4

Executed as of this [___] day of [__________].

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
WF CARD FUNDING, LLC
By:
	Name:
	Title:

A-5

SCHEDULE 1 TO SUPPLEMENTAL CONVEYANCE

ADDITIONAL ACCOUNTS

A-6

EXHIBIT B

FORM OF REASSIGNMENT OF RECEIVABLES

IN REMOVED ACCOUNTS

(As required by Section 2.03 of the Receivables Purchase Agreement)

Reassignment No. [__] (this “Reassignment”) of Receivables in Removed Accounts dated as of _______ __, 20__ by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as (“WFBNA”), and WF CARD FUNDING, LLC, a Delaware limited liability company (the “Funding”), pursuant to the Receivables Purchase Agreement referred to below.

WITNESSETH:

WHEREAS WFBNA and Funding are parties to the Receivables Purchase Agreement, dated as of [______________ __, 20__] (as it may be amended and supplemented from time to time the “Receivables Purchase Agreement”);

WHEREAS pursuant to the Receivables Purchase Agreement, WFBNA wishes to remove from Funding all Reassigned Assets owned by Funding in certain designated Accounts and to cause Funding to reconvey the Reassigned Assets of such Removed Accounts, whether now existing or hereafter created, from Funding to WFBNA; and

WHEREAS Funding is willing to accept such designation and to reconvey the Reassigned Assets in the Removed Accounts subject to the terms and conditions hereof;

NOW, THEREFORE, WFBNA and Funding hereby agree as follows:

1. Defined Terms. All terms defined in the Receivables Purchase Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Reassigned Assets” has the meaning set forth in subsection 3(a).

“Removal Cut-Off Date” means, with respect to the Removed Accounts ______________, 20__.

“Removal Date” means, with respect to the Removed Accounts designated hereby, ___________, 20__.

“Removed Account” means each credit card account that is designated as a Removed Account under this Reassignment and that is identified on Schedule 1 to this Reassignment.

2. Designation of Removed Accounts. The Removed Accounts identified on Schedule 1 to this Reassignment are no longer designated as Accounts under the Receivables Purchase

B-1

Agreement from and after the Removal Date. Schedule 1 is fully incorporated into this Reassignment and the Receivables Purchase Agreement and supplements the Account Schedule under the Receivables Purchase Agreement from and after the Removal Date.

3. Conveyance of Reassigned Assets.

(a) In consideration of WFBNA’s payment for the Reassigned Assets, Funding hereby sells and assigns to WFBNA, without recourse, all of Funding’s right, title and interest of in, to, and under (i) the Receivables existing on the Removal Date and arising after the Removal Date in each Removed Account, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables) in such Removed Accounts, (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivables in such Removed Accounts, (iv) all Collections on such Receivables in such Removed Accounts, and (v) all proceeds of any of the foregoing property (collectively, the “Reassigned Assets”).

(b) In connection with such transfer, Funding agrees to execute and deliver to WFBNA on or prior to the date this Reassignment is delivered, applicable termination statements prepared by WFBNA with respect to the Reassigned Assets related to Removed Accounts existing on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts reassigned hereby and the proceeds thereof evidencing the release by Funding of its interest in the Reassigned Assets in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest.

4. Representations and Warranties of WFBNA. WFBNA hereby represents and warrants to Funding as of the Removal Date:

(a) Legal Valid and Binding Obligation. This Reassignment, assuming due authorization, execution and delivery by the other party hereto, constitutes a legal, valid and binding obligation of WFBNA enforceable against WFBNA in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or general principles of equity.

(b) List of Removed Accounts. The list of Removed Accounts attached hereto as Schedule 1, is an accurate and complete listing in all material respects of all the Removed Accounts as of the Removal Cut-Off Date.

5. Ratification. This Reassignment supplements the Receivables Purchase Agreement from and after the Removal Date, and the parties ratify the Receivables Purchase Agreement as supplemented by this Reassignment.

6. Counterparts. This Reassignment may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Reassignment and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Reassignment and such other document. Any party hereto may also require that any such

B-2

documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

7. GOVERNING LAW.

(a) THIS REASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS REASSIGNMENT AND THE RECEIVABLES PURCHASE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS REASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS REASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS REASSIGNMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR ANY SECURITY FOR THE OBLIGATIONS OF WFBNA ARISING HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 9.03 OF THE RECEIVABLES PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.

B-3

NOTHING IN THIS SECTION 7 SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS REASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 7 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 6.03 OF THE RECEIVABLES PURCHASE AGREEMENT.

B-4

Executed as of this [__] day of [_____], 20[__].

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
WF CARD FUNDING, LLC
By:
	Name:
	Title:

B-5

SCHEDULE 1

TO REASSIGNMENT AGREEMENT

REMOVED ACCOUNTS

S-1

SCHEDULE 5.02

REQUIREMENTS OF FDIC RULE

As required by the FDIC Rule:

(a) As used in this Schedule, references to (i) “sponsor” means WFBNA, (ii) “issuing entity” means WF Card Funding, LLC, the Issuer and each other transferee of the Purchased Assets that is an “issuing entity” as defined in the FDIC Rule, (iii) “servicer” means the Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule, (iv) “obligations” or “securitization obligations” means the notes issued by the Issuer pursuant to the Indenture, and (v) “financial assets” and “securitized financial assets” means the Purchased Assets.

(b) The issuing entity shall make available to investors, information describing the financial assets, obligations, capital structure, compensation of relevant parties, and relevant historical performance data set forth below:

(i) On or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any event, at least once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets shall be disclosed to all potential investors at the financial asset or pool level, as appropriate for the financial assets, and security-level to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. Such information and its disclosure, at a minimum, shall comply with the requirements of Regulation AB or any successor disclosure requirements for public issuances, even if the obligations are issued in a private placement or are not otherwise required to be registered; provided that information that is unknown or not available to the sponsor or the issuing entity after reasonable investigation may be omitted if the issuing entity includes a statement in the offering documents disclosing that the specific information is otherwise unavailable;

(ii) On or prior to issuance of obligations, the structure of the securitization and the credit and payment performance of the obligations shall be disclosed, including the capital or tranche structure, the priority of payments and specific subordination features; representations and warranties made with respect to the financial assets, the remedies for and the time permitted for cure of any breach of representations and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted by the FDIC Rule, any waterfall triggers or priority of payment reversal features; and policies governing delinquencies, servicer advances, loss mitigation, and write-offs of financial assets;

(iii) While obligations are outstanding, the issuing entity shall provide to investors information with respect to the credit performance of the obligations

S-5.02-1

and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification data for the financial assets, substitutions and removal of financial assets, servicer advances, as well as losses that were allocated to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche in relation to the securitization as a whole; and

(iv) The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any mortgage or other broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such securitization shall be disclosed. Issuer shall provide to investors while any obligations are outstanding any changes to such information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties.

(c) The sponsor shall separately identify in its financial asset data bases the financial assets transferred into any securitization and maintain an electronic or paper copy of the closing documents for each securitization in a readily accessible form a current list of all its outstanding securitizations and issuing entities and the most recent Form 10-K if applicable or other periodic financial report for each securitization and issuing entity.

S-5.02-2

EX-4.2

EXHIBIT 4.2

WF CARD ISSUANCE TRUST

as Issuer

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Paying Agent, and Note Registrar

and

U.S. BANK NATIONAL ASSOCIATION

as Indenture Trustee

FORM OF INDENTURE

Dated as of [________ __, ____]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		4
Section 1.01.	Definitions		4
Section 1.02.	Compliance Certificates and Opinions		28
Section 1.03.	Form of Documents Delivered to Indenture Trustee		29
Section 1.04.	Acts of Noteholders		30
Section 1.05.	Notices, etc., to Indenture Trustee and Issuer		31
Section 1.06.	Notices to Noteholders; Waiver		31
Section 1.07.	Conflict with Trust Indenture Act		32
Section 1.08.	Effect of Headings and Table of Contents		32
Section 1.09.	Successors and Assigns		32
Section 1.10.	Separability		32
Section 1.11.	Benefits of Indenture		32
Section 1.12.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL		33
Section 1.13.	Counterparts		34
Section 1.14.	Indenture Referred to in the Trust Agreement		34
Section 1.15.	Legal Holidays		34
Section 1.16.	Electronic Signatures		34
ARTICLE II	NOTE FORMS		35
Section 2.01.	Forms Generally		35
Section 2.02.	Forms of Notes		35
Section 2.03.	Form of Indenture Trustee’s Certificate of Authentication		35
Section 2.04.	Notes Issuable in the Form of a Global Note		36
Section 2.05.	Temporary Global Notes and Permanent Global Notes		38
Section 2.06.	Beneficial Ownership of Global Notes		38
Section 2.07.	Notices to Depository		39
ARTICLE III	THE NOTES		40
Section 3.01.	General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche		40
Section 3.02.	Denominations		43
Section 3.03.	Execution, Authentication and Delivery and Dating		43
Section 3.04.	Temporary Notes		44
Section 3.05.	Registration, Transfer and Exchange		44
Section 3.06.	Mutilated, Destroyed, Lost and Stolen Notes		47
Section 3.07.	Payment of Interest; Interest Rights Preserved		47
Section 3.08.	Persons Deemed Owners		48
Section 3.09.	Cancellation		48
Section 3.10.	New Issuances of Notes		48

-i-

Section 3.11.	Specification of Required Subordinated Amount and Adjustments Thereto	50
Section 3.12.	Reallocation Groups	50
Section 3.13.	Excess Available Funds Sharing Groups	51
Section 3.14.	Excess Available Principal Amount Sharing Groups	51
ARTICLE IV	TRUST ACCOUNTS AND INVESTMENTS	52
Section 4.01.	Collections	52
Section 4.02.	Trust Accounts	52
Section 4.03.	Investment of Funds in the Trust Accounts	54
ARTICLE V	ALLOCATIONS, DEPOSITS AND PAYMENTS	56
Section 5.01.	Collections	56
Section 5.02.	Allocations to Noteholders; Allocations to Holder of the Transferor Interest	56
Section 5.03.	Collections of Finance Charge Receivables Allocable to the Segregated Transferor Interest	57
Section 5.04.	Deposit of Reassignment Amount Pursuant to Subsection 2.04(e) of the Transfer Agreement	58
Section 5.05.	Final Payment	58
Section 5.06.	Payments within a Series, Class or Tranche	58
Section 5.07.	Notice of Allocations and Disbursements	59
ARTICLE VI	SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER	59
Section 6.01.	Satisfaction and Discharge of Indenture	59
Section 6.02.	Application of Trust Money	60
Section 6.03.	Cancellation of Notes Held by the Issuer	60
ARTICLE VII	EVENTS OF DEFAULT AND REMEDIES	61
Section 7.01.	Events of Default	61
Section 7.02.	Acceleration of Maturity; Rescission and Annulment	62
Section 7.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	63
Section 7.04.	Indenture Trustee May File Proofs of Claim	64
Section 7.05.	Indenture Trustee May Enforce Claims Without Possession of Notes	65
Section 7.06.	Application of Money Collected	65
Section 7.07.	Indenture Trustee May Elect to Hold the Collateral	65
Section 7.08.	Sale of Receivables for Accelerated Notes	65
Section 7.09.	Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee	66
Section 7.10.	Limitation on Suits	66

-ii-

Section 7.11.	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse	67
Section 7.12.	Restoration of Rights and Remedies	67
Section 7.13.	Rights and Remedies Cumulative	67
Section 7.14.	Delay or Omission Not Waiver	67
Section 7.15.	Control by Noteholders	68
Section 7.16.	Waiver of Past Defaults	68
Section 7.17.	Undertaking for Costs	68
Section 7.18.	Waiver of Stay or Extension Laws	69
ARTICLE VIII	THE INDENTURE TRUSTEE	70
Section 8.01.	Certain Duties and Responsibilities	70
Section 8.02.	Notice of Defaults	71
Section 8.03.	Certain Rights of Indenture Trustee	72
Section 8.04.	Not Responsible for Recitals or Issuance of Notes	74
Section 8.05.	May Hold Notes	74
Section 8.06.	Money Held in Trust	74
Section 8.07.	Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity	74
Section 8.08.	Disqualification; Conflicting Interests	75
Section 8.09.	Corporate Indenture Trustee Required; Eligibility	75
Section 8.10.	Resignation and Removal; Appointment of Successor	76
Section 8.11.	Acceptance of Appointment by Successor	77
Section 8.12.	Merger, Conversion, Consolidation or Succession to Business	78
Section 8.13.	Preferential Collection of Claims Against Issuer	78
Section 8.14.	Appointment of Authenticating Agent	78
Section 8.15.	Tax Returns	80
Section 8.16.	Representations and Covenants of the Indenture Trustee	81
Section 8.17.	Custody of the Collateral	81
Section 8.18.	Indenture Trustee’s Application for Instructions from the Issuer	81
Section 8.19.	Account Information Confidential	82
ARTICLE IX	LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND BENEFICIARY	83
Section 9.01.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	83
Section 9.02.	Preservation of Information; Communications to Noteholders	83
Section 9.03.	Reports by Indenture Trustee	84
Section 9.04.	Reports by Issuer to the Commission	85
Section 9.05.	Reports by Indenture Trustee	86
Section 9.06.	Monthly Noteholders’ Statement	86

-iii-

ARTICLE X	INDENTURE SUPPLEMENTS AND AMENDMENTS TO THE TRUST AGREEMENT	87
Section 10.01.	Supplemental Indentures Without Consent of Noteholders	87
Section 10.02.	Supplemental Indentures with Consent of Noteholders	88
Section 10.03.	Execution of Indenture Supplements	90
Section 10.04.	Effect of Indenture Supplements	90
Section 10.05.	Conformity with Trust Indenture Act	90
Section 10.06.	Reference in Notes to Indenture Supplements	90
Section 10.07.	Amendments to the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement	91
Section 10.08.	Amendments to the Trust Agreement	91
ARTICLE XI	REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER	92
Section 11.01.	Payment of Principal and Interest	92
Section 11.02.	Maintenance of Office or Agency	92
Section 11.03.	Money for Note Payments to Be Held in Trust	92
Section 11.04.	Statement as to Compliance	94
Section 11.05.	Legal Existence	94
Section 11.06.	Further Instruments and Acts	94
Section 11.07.	Compliance with Laws	95
Section 11.08.	Notice of Certain Events	95
Section 11.09.	Certain Negative Covenants	95
Section 11.10.	No Other Business	96
Section 11.11.	No Borrowing	96
Section 11.12.	Rule 144A Information	96
Section 11.13.	Performance of Obligations; Servicing of Receivables	96
Section 11.14.	Issuer May Consolidate, Etc., Only on Certain Terms	97
Section 11.15.	Successor Substituted	99
Section 11.16.	Guarantees, Loans, Advances and Other Liabilities	99
Section 11.17.	Capital Expenditures	100
Section 11.18.	Restricted Payments	100
ARTICLE XII	EARLY REDEMPTION OF NOTES	101
Section 12.01.	Applicability of Article	101
Section 12.02.	Optional Repurchase	102
Section 12.03.	Notice	102
ARTICLE XIII	COLLATERAL	103
Section 13.01.	Recording and Other Items	103
Section 13.02.	Trust Indenture Act Requirements	104
Section 13.03.	Suits to Protect the Collateral	104

-iv-

Section 13.04.	Purchaser Protected	105
Section 13.05.	Powers Exercisable by Receiver or Indenture Trustee	105
Section 13.06.	Determinations Relating to Collateral	105
Section 13.07.	Release of Collateral	106
Section 13.08.	Certain Actions by Indenture Trustee	107
Section 13.09.	Opinions as to Collateral	107
Section 13.10.	Delegation of Duties	107
ARTICLE XIV	COMPLIANCE WITH REGULATION AB	108
Section 14.01.	Intent of the Parties; Reasonableness	108
Section 14.02.	Additional Representations and Warranties of the Paying Agent, the Note Registrar and the Indenture Trustee	108
Section 14.03.	Information to Be Provided by the Paying Agent, the Note Registrar and the Indenture Trustee	108
Section 14.04.	Report on Assessment of Compliance and Attestation	110
Section 14.05.	Investor Communication	111
Section 14.06.	Noteholder Action to Initiate an Asset Representations Review	111
ARTICLE XV	COMPLIANCE WITH THE FDIC RULE	113
Section 15.01	Purpose	113
Section 15.02	Performance of the FDIC Rule Requirements	113
Section 15.03	Actions upon Repudiation	113
Section 15.04	Notice	114
Section 15.05	Reservation of Rights	114
Section 15.06.	No Obligation to Monitor or Enforce Compliance	114
ARTICLE XVI	MISCELLANEOUS	115
Section 16.01.	No Petition	115
Section 16.02.	Trust Obligations	115
Section 16.03.	Limitations on Liability	115
Section 16.04.	Tax Treatment	116
Section 16.05.	Actions Taken by the Issuer	116
Section 16.06.	Alternate Payment Provisions	116
Section 16.07.	Termination of Issuer	117
Section 16.08.	Final Distribution	117
Section 16.09.	Termination Distributions	118
Section 16.10.	Derivative Counterparty as Third-Party Beneficiary	118
ARTICLE XVII	THE PAYING AGENT AND THE NOTE REGISTRAR	119
Section 17.01.	Duties of Paying Agent and Note Registrar	119
Section 17.02.	Compensation; Reimbursement; Indemnification	124
Section 17.03.	Representations and Covenants of the Paying Agent and the Note Registrar	125

-v-

Section 17.04. Successor Paying Agent or Note Registrar 125

EXHIBITS

EXHIBIT A	[FORM OF] INVESTMENT LETTER
EXHIBIT B	[FORM OF] SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT C	[FORM OF] ANNUAL CERTIFICATION
EXHIBIT D	[FORM OF] NOTICE OF EXCLUSIVE CONTROL
SCHEDULE I	REQUIREMENTS OF FDIC RULE

-vi-

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE

ACT OF 1939 AND INDENTURE PROVISIONS^*

Trust Indenture Act Section	Indenture Section
310(a)(1)	8.09
(a)(2)	8.09
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	8.09
(b)	8.08, 8.10(d)(i)
(c)	Not Applicable
311(a)	8.13
(b)	8.13
(c)	Not Applicable
312(a)	9.01, 9.02(a)
(b)	9.02(b)
(c)	9.02(c)
313(a)	9.03
(b)	9.03(c)
(c)	9.03, 9.03(c)
(d)	9.04
314(a)	9.04, 11.04
(b)	13.09
(c)(1)	1.02, 6.01(c), 13.07
(c)(2)	1.02, 6.01(c), 13.07
(c)(3)	1.02, 6.01(c), 13.07
(d)(1)	13.02
(d)(2)	Not Applicable
(d)(3)	Not Applicable
(e)	1.02
315(a)	8.01(a), 8.01(b)
(b)	8.02
(c)	8.01(c)
(d)	8.01(d)
(d)(1)	8.01(d)(i)
(d)(2)	8.01(d)(ii)
(d)(3)	8.01(d)(iii)
(e)	7.17
316(a)(1)(A)	7.09
316(a)(1)(B)	7.16
316(a)(2)	Not Applicable
316(b)	7.11
317(a)(1)	7.03, 7.05
317(a)(2)	7.04
317(b)	11.03
318(a)	1.07

^*  This reconciliation and tie shall not, for any purpose be part of the within indenture.

-vii-

THIS INDENTURE by and among WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer”), having its principal office at c/o Wilmington Trust, National Association, as owner trustee, 1100 North Market Street, Wilmington, Delaware 19890, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, not in its individual capacity but solely in its capacity as Paying Agent and as Note Registrar (each as defined herein), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [________ __, ____].

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of asset backed notes as provided in this Indenture and any related indenture supplement. The Issuer, through this Indenture, has provided security for such obligations to the extent and as provided herein. All covenants and agreements made by the Issuer herein are for the benefit and security of the other parties hereto and the Noteholders.

The Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary have been done to make the Notes, when executed from time to time hereafter, by the Issuer and when authenticated and delivered from time to time hereafter, by the Note Registrar hereunder, and when duly issued from time to time hereafter, by the Issuer, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with their and its terms.

GRANTING CLAUSE

The Issuer hereby grants to the Indenture Trustee for the benefit and security of (a) the Noteholders, (b) each Derivative Counterparty to a Derivative Agreement entered into in connection with issuance of a Tranche of Notes that expressly states that such Derivative Counterparty is entitled to the benefit of the Collateral, (c) the Indenture Trustee, in its individual capacity, and (d) the Note Registrar and the Paying Agent, each in its individual capacity, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in, to and under:

(i) (A) the Receivables existing on the close of business on the Closing Date and arising after the Closing Date in each Initial Account, and the Receivables existing on the close of business on the related Addition Date and arising after that Addition Date in each Additional Account, (B) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (C) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (D) all Collections on the Receivables, and (E) all proceeds of any of the foregoing property;

(ii) the Collection Account;

(iii) the Excess Funding Account;

(iv) any Supplemental Account;

(v) all sub-Accounts in the Collection Account or any Supplemental Account;

(vi) all investment property, money and other property held in or through the Collection Account, any Supplemental Account or any sub-Account thereof;

(vii) all rights, benefits and powers under any Derivative Agreement relating to any Tranche of Notes;

(viii) all rights of enforcement against any of the representations and warranties made by the Beneficiary pursuant to the Trust Agreement;

(ix) all rights, benefits and powers under the Transfer Agreement, the Servicing Agreement and the Receivables Purchase Agreement;

(x) all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing;

(xi) all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit rights and advices of credit consisting of, arising from, or relating to any of the foregoing; and

(xii) all monies due or to become due with respect to all of the foregoing;

(xiii) all amounts received with respect to all of the foregoing; and

(xiv) all proceeds of the foregoing.

The collateral described above is referred to as the “Collateral.” The Security Interest in the Collateral is granted to secure the Notes (and, to the extent specified in the applicable Indenture Supplement or Derivative Agreement, the obligations under any applicable Derivative Agreements) equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Notes, and to secure (i) the payment of all amounts due on such Notes (and, to the extent so specified, the obligations under any applicable Derivative Agreements) in accordance with their terms, (ii) the payment of all other sums payable by the Issuer under this Indenture or any Indenture Supplement and (iii) compliance by the Issuer with

-2-

the provisions of this Indenture or any Indenture Supplement. This Indenture is a security agreement within the meaning of the UCC.

The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Noteholders may be adequately and effectively protected.

Particular Notes and Derivative Agreements will benefit from the Security Interest to the extent (and only to the extent) proceeds of and distributions on the Collateral are allocated for their benefit pursuant to this Indenture and the applicable Indenture Supplement.

AGREEMENTS OF THE PARTIES

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a Series, Class or Tranche thereof, as the case may be:

-3-

LIMITED RECOURSE

The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments on Derivative Agreements is limited in recourse as set forth in Section 7.11.

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.    Definitions. For all purposes of this Indenture and of any Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(1)    The terms defined in this Article have the meanings assigned to them in this Article.

(2)    All terms defined in this Indenture shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(3)     All other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein.

(4)    As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein, and accounting terms partially defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained herein shall control. The term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(5)    The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture; and Section, subsection, Schedule and Exhibit references contained in this Indenture are references to Sections, subsections, Schedules and Exhibits in or to this Indenture unless otherwise specified. The term “including” and words of similar import will be deemed to be followed by “without limitation.” The canon of ejusdem generis may be applied only in the context of this Indenture’s purpose and not merely in the context of a particular phrase.

-4-

(6)    A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns. Wherever from the context it appears appropriate, each term defined in either the singular or the plural form incorporates both the singular and the plural form of such term.

“Account” means each Initial Account and each Additional Account. This term includes an Additional Account only from and after the applicable Addition Date. This term does not include any Removed Accounts from and after their Removal Date. This term does not include any Account from and after the date on which all of its Receivables have been reassigned from the Issuer to the Transferor pursuant to subsection 2.04(d) or (e) of the Transfer Agreement.

“Account Information” has the meaning specified in Section 8.19.

“Account Schedule” means a true and complete schedule of all Accounts that is attached to the Transfer Agreement and marked as Schedule 1 thereto. The Account Schedule may take the form of a computer file, or another tangible or electronic medium that is commercially reasonable. The Account Schedule must identify each Account by its account identification number and all or a portion of the cardholder account number (or by an alpha-numeric identifier that uniquely and objectively identifies the applicable Account pursuant to a protocol that has been provided to Funding, the Issuer and the Indenture Trustee) and by the balance of the Receivables existing in that Account on the Closing Date (for each Initial Account) or the related Addition Date (for each Additional Account) unless otherwise provided in subsection 2.01(e).

“Act,” when used with respect to any Noteholder, is defined in Section 1.04(a).

“Action,” when used with respect to any Noteholder, is defined in Section 1.04(a).

“Addition Date” has the meaning specified in the Transfer Agreement.

“Additional Account” means each credit card account that is designated as an Account under the Transfer Agreement and the related Assignment after the Closing Date and that is identified on the Account Schedule from and after the related Addition Date. The term “Additional Account” shall include any Transferred Account related to any such Additional Account.

“Adjusted Outstanding Dollar Principal Amount” means at any time with respect to any Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Series, Class or Tranche at such time, less any funds on deposit in the Principal Funding Account or the related sub-Account, as applicable, for such Series, Class or Tranche at such time.

-5-

“Adverse Effect” means, with respect to any Series, Class or Tranche of Notes with respect to any action, that such action will (a) at the time of its occurrence or at any future date result in the occurrence of an Early Redemption Event or Event of Default relating to such Series, Class or Tranche, as applicable, (b) adversely affect the amount of funds available to be distributed to the Noteholders of any such Series, Class or Tranche pursuant to this Indenture or any applicable Indenture Supplement or the timing of such distributions, or (c) adversely affect the security interest of the Indenture Trustee in the Collateral.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or 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.

“Aggregate Investor Percentage” with respect to Principal Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts, as the case may be, means, as of any date of determination, the sum of such Investor Percentages of all Series of Notes issued and outstanding on such date of determination; provided, however, that the Aggregate Investor Percentage shall not exceed 100%.

“Aggregate Nominal Liquidation Amount” means, as of any date of determination, the sum of Nominal Liquidation Amounts of all Series of Notes issued and outstanding on such date of determination.

“Annual Membership Fee” means an annual membership fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of [________ __, ____], among the Transferor, WFBNA and the Asset Representations Reviewer.

“Asset Representations Review” means the review of the Asset Representations Reviewer conducted pursuant to the Asset Representations Review Agreement.

“Asset Representations Reviewer” means Clayton Fixed Income Services LLC, a Delaware limited liability company, and its successors and any entity resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor asset representations reviewer appointed as provided in the Asset Representations Review Agreement.

“Asset Review Quorum” means Noteholders evidencing 5.0% in Outstanding Dollar Principal Amount of all Notes outstanding.

“Assignment” has the meaning specified in the Transfer Agreement.

-6-

“Authenticating Agent” means any Person authorized by the Indenture Trustee to authenticate Notes under Section 8.14.

“Available Funds” (a) with respect to all Series of Notes, and with respect to any Monthly Period, means the sum of the amounts determined pursuant to clause (b) of this definition for each Series of Notes, and (b) with respect to any Series of Notes, has the meaning specified in the related Indenture Supplement.

“Available Funds Allocation Amount” means, on any date of determination during any Monthly Period for any Tranche, Class or Series of Notes (exclusive of (x) any Notes within such Tranche, Class or Series which will be paid in full during such Monthly Period, and (y) any Notes which will have a Nominal Liquidation Amount of zero during such Monthly Period), an amount equal to the sum of (a) the Nominal Liquidation Amount for such Tranche, Class or Series, as applicable, as of the last day of the preceding Monthly Period, plus (b) the aggregate amount of any increases in the Nominal Liquidation Amount of such Tranche, Class or Series, as applicable, as a result of (x) the issuance of a new Tranche of Notes or the issuance of additional Notes in an Outstanding Tranche of Notes, (y) the accretion of principal on Discount Notes of such Tranche, Class or Series, as applicable, or (z) the release of prefunded amounts (other than prefunded amounts deposited during such Monthly Period) for such Tranche, Class or Series, as applicable, from a Principal Funding sub-Account, in each case during such Monthly Period.

“Available Principal Amounts” (a) with respect to all Series of Notes and with respect to any Monthly Period, means the sum of the amounts determined pursuant to clause (b) of this definition for each such Series and (b) with respect to any Series of Notes, has the meaning specified in the related Indenture Supplement.

“Average Principal Receivables” means, for any period, an amount equal to (a) the sum of the aggregate amount of Principal Receivables at the end of each Date of Processing during such period, divided by (b) the number of Dates of Processing occurring in such period.

“Beneficiary” has the meaning specified in the Trust Agreement.

“Business Day,” unless otherwise specified in the Indenture Supplement for any Tranche of Notes, means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York, Wilmington, Delaware, Minneapolis, Minnesota, or Charlotte, North Carolina, are authorized or obligated by law, executive order or governmental decree to be closed.

“Cash Advance Fee” means a cash advance fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Class” means, with respect to any Note, the Class specified in the applicable Indenture Supplement.

“Closing Date” means [________ __, ____].

-7-

“Collateral” has the meaning specified in the Granting Clause.

“Collection Account” has the meaning specified in subsection 4.02(a)(i)(A).

“Collections” means all payments on Receivables in the form of cash, checks, wire transfers, electronic transfers, ATM transfers, or any other form of payment. This term includes Insurance Proceeds. This term also includes the amount of Interchange received by the Issuer and deposited into the Collection Account, to be applied as if such amount were Collections of Finance Charge Receivables. This term also includes the amount of Investment Earnings received by the Issuer with respect to the related Monthly Period (to the extent received by the Issuer and deposited into the Collection Account, on the Transfer Date following the related Monthly Period), to be applied as if such amount were Collections of Finance Charge Receivables. This term also includes Recoveries received by the Issuer, to be applied as if such Recoveries were Collections of Finance Charge Receivables.

“Commission” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“Corporate Trust Office” means (x) with respect to the Indenture Trustee, the office of the Indenture Trustee at which at any particular time its corporate trust business will be principally administered, which office at the date hereof is located at U.S. Bank National Association One Federal St, 3^rd Floor, Boston, MA 02110, Attention: Wells Fargo Card Issuance Trust Or such other address as the Indenture Trustee may designate from time to time, or the principal corporate trust office of any successor Indenture Trustee and (y) with respect to the Paying Agent and the Note Registrar, the corporate trust office thereof at which at any particular time its corporate trust business with respect to the Transaction Documents is conducted, which office at the date hereof is located at MAC N9300-061, 600 S. 4^th Street, Minneapolis, Minnesota 55415, Attention: Corporate Trust Services – Asset Backed Administration, or at such other address as such party may designate from time to time by notice to the other parties to this Indenture.

“Credit Card Agreement” means, for any credit card account, the agreement (including any related statement under the Truth in Lending Act) between WFBNA and the related Obligor governing that account.

“Credit Card Guidelines” means WFBNA’s policies and procedures (a) relating to the operation of its credit card business, including the policies and procedures for determining the creditworthiness of credit card customers and the extension of credit to credit card customers, and (b) relating to the maintenance of credit card accounts and the collection of credit card receivables.

“Daily Principal Amount” means, with respect to any Series, Class or Tranche of Notes and for any Date of Processing during any Monthly Period on which Collections of Principal Receivables are processed, an amount equal to the product of (a) the aggregate amount

-8-

of Collections of Principal Receivables processed on such date and (b) the percentage equivalent of a fraction, the numerator of which is the Principal Allocation Amount for such Series, Class or Tranche of Notes for such day and the denominator of which is the Principal Allocation Amount for all Series of Notes for such day.

“Date of Processing” means, with respect to any transaction, the date on which such transaction is first recorded on the Servicer’s computer master file of credit card accounts (without regard to the effective date of such recordation) and, with respect to Interchange, the date on which any amount of Interchange is received by WFBNA.

“Default Amount” means, with respect to any Defaulted Account, the amount of Principal Receivables (other than Ineligible Receivables) in such Defaulted Account on the day such Account became a Defaulted Account.

“Defaulted Account” means any Account containing only Receivables that have been charged off as uncollectible under the Credit Card Guidelines and the Servicer’s customary and usual procedures for servicing credit card accounts. An Account becomes a Defaulted Account on the date on which all of its Receivables are recorded as charged-off on the Servicer’s master computer file of credit card accounts.

“Definitive Note” shall mean the Notes issued in definitive form, registered in the name of the legal or beneficial owner thereof attached without interest coupons.

“Delinquency Trigger” has the meaning specified in the Transfer Agreement.

“Depository” means a U.S. Depository or a Foreign Depository, as the case may be.

“Derivative Agreement” means any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement.

“Derivative Counterparty” means any party to any Derivative Agreement other than the Issuer or the Indenture Trustee.

“Determination Date” means, unless otherwise specified in the related Indenture Supplement, the second Business Day prior to each Transfer Date.

“Discount Note” means a Note that provides for an amount less than the Stated Principal Amount (but not less than the Initial Dollar Principal Amount) thereof to be due and payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Principal Payment Date of the applicable Note.

“Discount Option Receivables” has the meaning specified in the Transfer Agreement.

-9-

“Distribution Date” means, with respect to each Series, the dates specified in the related Indenture Supplement.

“Dollar” means (a) United States dollars, or (b) denominated in United States dollars.

“Draft Fee” means a draft fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Early Redemption Event” has the meaning specified in Section 12.01.

“Effective Date” means the date on which this Indenture is executed and delivered by the parties hereto.

“Eligible Servicer” has the meaning specified in the Servicing Agreement.

“Entity” means any Person other than an individual or government (including any agency or political subdivision thereof).

“Event of Default” has the meaning specified in Section 7.01.

“Excess Available Funds Sharing Group” means all Excess Available Funds Sharing Series that have the same Excess Available Funds Sharing Group designation.

“Excess Available Funds Sharing Series” means a Series that, pursuant to the Indenture Supplement therefor, will share certain excess Available Funds with other Series in the same Excess Available Funds Sharing Group, as more specifically set forth in such Indenture Supplement.

“Excess Available Principal Amounts Sharing Group” means all Excess Available Principal Amount Sharing Series that have the same Excess Available Principal Amounts Sharing Group designation.

“Excess Available Principal Amounts Sharing Series” means a Series that, pursuant to the Indenture Supplement therefor, will share certain excess Available Principal Amounts with other Series in the same Excess Available Principal Amounts Sharing Group, as more specifically set forth in such Indenture Supplement.

“Excess Funding Account” has the meaning specified in subsection 4.02(a)(ii)(A).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Expected Principal Payment Date” means, with respect to any Series, Class or Tranche of Notes, the scheduled due date of any payment of principal on such Notes, as

-10-

specified in the related Indenture Supplement, or if such day is not a Business Day, the next following Business Day, unless such day is in the next calendar month, in which case such Expected Principal Payment Date, unless otherwise specified in the related Indenture Supplement, will be the last Business Day of the related calendar month.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date hereof (or any amended or successor provisions that are substantially similar), any current or future regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any published intergovernmental agreement entered into in connection with the implementation of such sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“FDIC Rule” means 12 C.F.R. §360.6, as it may be amended from time to time and subject to such clarifications and interpretations as may be provided by the FDIC or by the FDIC’s staff from time to time.

“FDIC Rule Interpretations” means clarifications and interpretations to the FDIC Rule as may be provided by the FDIC or by the FDIC’s staff from time to time.

“FDIC Rule Requirements” means the covenants, obligations and agreements set forth in Schedule I to this Indenture and incorporated by reference in this Indenture.

“Finance Charge Receivable” means any Receivable that is a Periodic Finance Charge, a Cash Advance Fee, a Late Fee, an Annual Membership Fee, a Draft Fee, a Service Transaction Fee, or a similar fee or charge. Finance Charge Receivables with respect to any Monthly Period shall include the amount of Interchange (if any) deposited into the Collection Account on any Date of Processing with respect to such Monthly Period and Discount Option Receivables (if any) and other amounts allocable to any Series of Notes pursuant to any Indenture Supplement with respect to such Monthly Period (to the extent received by the Servicer and deposited into the Collection Account or any Supplemental Account, as the case may be, on the Transfer Date following such Monthly Period).

“Fitch” means Fitch Ratings, Inc., or any successor thereto.

“foreign currency” means (a) a currency other than Dollars, or (b) denominated in a currency other than Dollars.

“Foreign Depository” means the Person specified in the applicable Indenture Supplement, in its capacity as depository for the accounts of any clearing agencies located outside the United States.

-11-

“Funding” means WF Card Funding, LLC, a Delaware limited liability company, and its successors and any Entity resulting from or surviving any consolidation or merger to which it or its successors may be a party.

“Global Note” means any Note issued pursuant to Section 2.04.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group” means any one or more Series of Notes which are specified as belonging to a common Group (including any Excess Available Funds Sharing Group, an Excess Available Principal Amounts Sharing Group, Reallocation Group or any Group established by an Indenture Supplement) in the applicable Indenture Supplement. A particular Series may be included in more than one Group if the Indenture Supplement for such Series so provides.

“Hague Securities Convention” has the meaning specified in subsection 4.02(c).

“Holder,” when used with respect to (a) any Note, means a Noteholder and (b) the Transferor Interest, means any Person in whose name a Transferor Certificate is registered in the Register (as defined in the Trust Agreement) or any Person in whose name an interest in any part of the Transferor Interest is registered in the Register, as contemplated by Section 4.04 of the Trust Agreement.

“Indenture” or “this Indenture” means this Indenture as originally executed and as amended, supplemented, restated or otherwise modified from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and will include the terms of particular Series, Classes or Tranches of Notes created as contemplated by Section 3.01.

“Indenture Supplement” means, with respect to any Series of Notes, a supplement to this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 10.01, together with any applicable Terms Document related to such Indenture Supplement and any amendment to the Indenture Supplement executed pursuant to Section 10.01 or 10.02, and, in either case, including all amendments thereof and supplements thereto.

“Indenture Trustee” means the Person named as the Indenture Trustee in the first paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Indenture Trustee” means and includes each Person who is then an Indenture Trustee hereunder. If at any time there is more than one such Person, “Indenture Trustee” as used with respect to the Notes of any Series, Class or Tranche means the Indenture Trustee with respect to Notes of that Series, Class or Tranche.

“Ineligible Receivable” has the meaning specified in the Transfer Agreement.

-12-

“Initial Account” means each credit card account that was designated on the Closing Date as an Account under the Transfer Agreement and that is identified on the Account Schedule as an Account from and after the Closing Date. The Term “Initial Account” shall include any Transferred Account related to any such Initial Account.

“Initial Dollar Principal Amount” means (a) unless otherwise specified in the applicable Indenture Supplement, with respect to Tranches of Dollar Interest-bearing Notes, the aggregate initial principal amount of the Outstanding Notes of such Tranche, and (b) with respect to Tranches of Discount Notes and foreign currency Notes, the amount specified in the applicable Indenture Supplement as the Initial Dollar Principal Amount thereof.

“Insolvency Event” means, with respect to an entity: (a) (x) the commencement of an involuntary action seeking (i) a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, (ii) the appointment of a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Person or (iii) the winding up or liquidation of such Person’s affairs, which in each case shall have remained undischarged or unstayed for a period of 90 consecutive days or (y) the entering of any order or decree providing the relief, remedy or other action described in any of clauses (i) through (iii); or (b) the commencement by such Person of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, conservatorship, receivership, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, conservatorship, receivership, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action.

“Insurance Proceeds” means all Insurance Proceeds (as defined in the Receivables Purchase Agreement) that are allocable to the Receivables transferred by the Transferor to the Issuer.

“Interchange” means all Interchange (as defined in the Receivables Purchase Agreement) that is allocable to the Receivables transferred by the Transferor to the Issuer.

“Interest-bearing Note” means a Note that bears interest at a stated or computed rate on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note.

-13-

“Interest Payment Date” means, with respect to any Series, Class or Tranche of Notes, the scheduled due date of any payment of interest on such Notes, as specified in the applicable Indenture Supplement, or if such day is not a Business Day, the next following Business Day, unless such day is in the next calendar month, in which case the Interest Payment Date, unless otherwise specified in the related Indenture Supplement, will be the last Business Day of the current calendar month; provided, however, that upon the acceleration of a Series, Class or Tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of that Series, Class or Tranche of Notes, each Monthly Principal Accrual Date will be an Interest Payment Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Earnings” means, with respect to each Transfer Date, all amounts of interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds credited to the Collection Account or the Excess Funding Account.

“Investor Percentage” has, with respect to Principal Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts, and any Series of Notes, the meaning specified in the related Indenture Supplement.

“Investor Servicing Fee” has the meaning specified in the Servicing Agreement.

“Issuer” has the meaning specified in the first paragraph of this Indenture.

“Issuer Authorized Officer” means (a) the Owner Trustee, by an authorized signatory of the Owner Trustee, or (b) the chairman or vice-chairman of the board of directors, chairman or vice- chairman of the executive committee of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, or any assistant treasurer, in each case of the Beneficiary, or any other officer or employee of the Beneficiary who is authorized to act on behalf of the Issuer.

“Issuer Certificate” means a certificate (including an Officer’s Certificate) signed in the name of an Issuer Authorized Officer, or the Issuer by an Issuer Authorized Officer and, in each case delivered to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, relating to, among other things, the issuance of a new Series, Class or Tranche of Notes. Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Beneficiary.

“Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of any Outstanding Series, Class or Tranche of Notes that were

-14-

characterized as debt at the time of their issuance, (b) following such action the Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation, (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such Notes, and (d) except as provided in the related Indenture Supplement, where such action is the issuance of a Series, Class or Tranche of Notes, following such action such Series, Class or Tranche of Notes will be properly characterized as debt.

“KBRA” means Kroll Bond Rating Agency, LLC, or any successor thereto.

“Late Fee” means a late fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Legal Maturity Date” means, with respect to a Series, Class or Tranche of Notes, the date specified in the Indenture Supplement, for such Note as the fixed date on which the principal of such Series, Class or Tranche of Notes is due and payable.

“Lien” means any security interest, lien, mortgage, deed of trust, pledge, hypothecation, encumbrance, assignment, participation interest, equity interest, deposit arrangement, preference, priority, or other security or preferential arrangement of any kind or nature. This term includes any conditional sale or other title retention arrangement and any financing lease having substantially the same economic effect as any security or preferential arrangement.

“Majority Holders” means, with respect to any Series, Class or Tranche of Notes or all Outstanding Notes, the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of that Series, Class or Tranche or of all Outstanding Notes, as the case may be.

“Minimum Transferor Interest” means, for any period, [_]% (or such other percentage as specified in the related Indenture Supplement) of the Average Principal Receivables for such period; provided, however, that the Issuer may reduce the Minimum Transferor Interest upon (w) delivery to the Indenture Trustee of an Issuer Tax Opinion with respect to such reduction, (x) thirty (30) days’ prior notice to the Indenture Trustee and each Note Rating Agency, (y) satisfaction of the Rating Agency Condition and (z) delivery to the Indenture Trustee of an Officer’s Certificate stating that the Issuer reasonably believes that such reduction will not, based on the facts known to such officer at the time of such certification, then or thereafter cause an Early Redemption Event to occur with respect to any Series; provided further that the Minimum Transferor Interest shall not at any time be less than 2% of the Average Principal Receivables for such period.

“Monthly Interest Accrual Date” means, with respect to any Outstanding Series, Class or Tranche of Notes:

(a)    each Interest Payment Date for such Series, Class or Tranche, and

-15-

(b)    for any Monthly Period in which no Interest Payment Date for such Series, Class or Tranche occurs, the date in such Monthly Period corresponding numerically to the next Interest Payment Date for such Series, Class or Tranche of Notes, or in the case of a Series, Class or Tranche of Discount Notes, the Expected Principal Payment Date for that Series, Class or Tranche, or as otherwise specified in the applicable Indenture Supplement for such Series, Class or Tranche of Notes; provided, however, that

(i)    for the Monthly Period in which a Series, Class or Tranche of Notes is issued, the date of issuance of such Series, Class or Tranche will be the first Monthly Interest Accrual Date for such Monthly Period for such Series, Class or Tranche of Notes,

(ii)    for the Monthly Period next following the Monthly Period in which a Series, Class or Tranche of Notes is issued, unless otherwise indicated in the related Indenture Supplement, the first day of such Monthly Period will be the first Monthly Interest Accrual Date in such next following Monthly Period for such Series, Class or Tranche of Notes,

(iii)    any date on which (A) proceeds from a sale of Receivables following an Event of Default and acceleration of any Tranche of Notes or (B) proceeds of the Reassignment Amount from the reassignment of Receivables to the Transferor pursuant to subsection 2.04(e) of the Transfer Agreement, as applicable, are deposited into the interest funding sub-account for such Notes will be a Monthly Interest Accrual Date for such Tranche of Notes,

(iv)    if there is no such numerically corresponding date in such Monthly Period, then the Monthly Interest Accrual Date will be the last Business Day of such Monthly Period, and

(v)    if such numerically corresponding date in such Monthly Period is not a Business Day, then the Monthly Interest Accrual Date will be the next following Business Day (unless such Business Day would fall in the following Monthly Period in which case the Monthly Interest Accrual Date will be the last Business Day of such earlier month).

“Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a report, the form of which is set forth as an exhibit to the related Indenture Supplement.

“Monthly Period” means, unless otherwise defined in any Indenture Supplement, the period from and including the first day of a calendar month to and including the last day of a calendar month.

“Monthly Principal Accrual Date” means, with respect to any Outstanding Series, Class or Tranche of Notes:

-16-

(a)    for any Monthly Period in which an Expected Principal Payment Date for such Series, Class or Tranche occurs, such Expected Principal Payment Date, or as otherwise specified in the applicable Indenture Supplement for such Tranche of Notes, and

(b)    for any Monthly Period in which no Expected Principal Payment Date for such Series, Class or Tranche occurs, the date in such Monthly Period corresponding numerically to the next Expected Principal Payment Date for such Tranche of Notes (or for any month following the last Expected Principal Payment Date, the date in such month corresponding numerically to the preceding Expected Principal Payment Date for such Tranche of Notes), or as otherwise specified in the applicable Indenture Supplement, for such Tranche of Notes; provided, however, that:

(i)    following an Early Redemption Event as described in Section 12.01(d), the second Business Day following such Early Redemption Event shall be a Monthly Principal Accrual Date,

(ii)    any date on which prefunded excess amounts are released from any Principal Funding sub-Account and deposited into the Principal Funding sub-Account of any Tranche of Notes on or after the Expected Principal Payment Date for such Tranche of Notes will be a Monthly Principal Accrual Date for such Tranche of Notes,

(iii)    any date on which (A) proceeds from a sale of Receivables following an Event of Default and acceleration of any Tranche of Notes or (B) proceeds of the Reassignment Amount from the reassignment of Receivables to the Transferor pursuant to subsection 2.04(e) of the Transfer Agreement, as applicable, are deposited into the Principal Funding sub-Account for such Notes will be a Monthly Principal Accrual Date for such Tranche of Notes,

(iv)    if there is no numerically corresponding date in such Monthly Period, then the Monthly Principal Accrual Date will be the last Business Day of such Monthly Period, and

(v)    if such numerically corresponding date in such Monthly Period is not a Business Day, the Monthly Principal Accrual Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Principal Accrual Date will be the last Business Day of such earlier Monthly Period).

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Nominal Liquidation Amount” means, with respect to any Outstanding Tranche of Notes, an amount determined in accordance with the applicable Indenture Supplement. The Nominal Liquidation Amount for a Series of Notes will be the sum of the Nominal Liquidation Amounts of all of the Tranches of Notes of that Series.

-17-

“non-Performing,” with respect to a Derivative Agreement, means not Performing.

“Note” or “Notes” means any note or notes of any Series, Class or Tranche authenticated and delivered from time to time under this Indenture.

“Note Accumulation Period” means, with respect to any Series, Class or Tranche of Notes, the period commencing on the first day of the Monthly Period for which there is a Targeted Principal Deposit Amount with respect to such Series, Class or Tranche of Notes and ending on the last day of the Monthly Period preceding the next following Monthly Period for which there is no Targeted Principal Deposit Amount with respect to such Series, Class or Tranche of Notes; provided, however, that, with respect to any Tranche of Notes which has been accelerated following an Event of Default, has had an early redemption event or will be partially redeemed during a partial or limited amortization, the related Note Accumulation Period will commence on the effective date of such acceleration, early redemption event or partial or limited amortization period.

“Note Owner” means the beneficial owner of an interest in a Global Note.

“Note Rating Agency” means, with respect to any Outstanding Series, Class or Tranche of Notes, each statistical credit rating agency selected by the Issuer to rate such Notes.

“Note Register” has the meaning specified in Section 3.05.

“Note Registrar” means the Person who keeps the Note Register specified in Section 3.05.

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

“Noteholders’ Statement” has the meaning specified in the applicable Indenture Supplement.

“Obligor” means, for any credit card account, any Person obligated to make payments on receivables in that account. This term includes any guarantor but excludes any merchant.

“Officer’s Certificate” means (a) with respect to the Issuer, a certificate signed by the Beneficiary or the Owner Trustee and delivered to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, and (b) with respect to any other Person, a certificate signed by any Vice President or more senior officer of such Person and delivered to the applicable recipient. Wherever this Indenture requires that an Officer’s Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Beneficiary.

-18-

“Opinion of Counsel” means a written opinion of counsel acceptable to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, who may, without limitation, and except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, the Beneficiary or any of their Affiliates.

“Outstanding,” when used with respect to a Note or with respect to Notes of any Series, Class or Tranche means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except:

(a)    any Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation, or canceled by the Issuer pursuant to Section 3.09;

(b)    any Notes for whose full payment (including principal and interest) or redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or the Paying Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Indenture, the related Indenture Supplement, or provision therefor satisfactory to the Indenture Trustee has been made;

(c)    any Notes which are deemed to have been paid in full pursuant to Section 5.05;

(d)    any Notes which are canceled pursuant to Section 6.03; and

(e)    any such Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of Section 3.06 (except with respect to any such Note as to which proof satisfactory to the Note Registrar is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes.” In determining whether the Holders of the requisite principal amount of such Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes beneficially owned by the Issuer or the Transferor, or any Affiliate of the Issuer or the Transferor, and in addition, in the case of such determination pursuant to subsection 14.06(a) or 14.06(b), Notes beneficially owned by the Servicer, WFBNA, or the Asset Representations Reviewer, or any Affiliate of the Servicer, WFBNA, or the Asset Representations Reviewer, will be disregarded and deemed not to be Outstanding. In determining whether the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, will be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Indenture Trustee the Paying Agent or the Note Registrar actually knows to be owned by the Issuer or the Transferor or any Affiliate of the Issuer or the Transferor will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, the

-19-

pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer, the Transferor, or any other obligor upon the Notes, or any Affiliate of the Issuer, the Transferor, or such other obligor, and in addition, in the case of subsection 14.06(a) or 14.06(b), the pledgee is not the Servicer, WFBNA, or the Asset Representations Reviewer, or any Affiliate of the Servicer, WFBNA, or the Asset Representations Reviewer.

“Outstanding Dollar Principal Amount” means at any time,

(a)    with respect to any Series, Class or Tranche other than-Discount Notes, the aggregate Initial Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche at such time, less the amount of any withdrawals from the Principal Funding sub-Account for such Tranche of Notes for payment of principal to the Holders of such Tranche or the applicable Derivative Counterparty pursuant to the related Indenture Supplement, and

(b)    with respect to any Series, Class or Tranche of Discount Notes, an amount of the Outstanding Notes of such Series, Class or Tranche calculated by reference to the applicable formula set forth in the applicable Indenture Supplement, taking into account the amount and timing of payments of principal made to the Holders of such Series, Class or Tranche or to the applicable Derivative Counterparty and accretions of principal, each pursuant to the related Indenture Supplement.

“Owner Trustee” has the meaning specified in the Trust Agreement.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer, which shall initially be Wells Fargo Bank, National Association.

“Payment Date” means, with respect to any Series, Class or Tranche of Notes, the applicable Principal Payment Date or Interest Payment Date.

“Performing” means, with respect to any Derivative Agreement, no payment default or repudiation of performance by a Derivative Counterparty has occurred, and such Derivative Agreement has not been terminated.

“Periodic Finance Charge” means a finance charge determined by periodic rate or similar charge that is charged to an Account under the related Credit Card Agreement.

“Permanent Global Note” has the meaning specified in subsection 2.05(a).

“Permitted Investments” means, unless otherwise provided in the Indenture Supplement with respect to any Series of Notes:

(a)    instruments, investment property or other property consisting of:

(i)    United States Treasury obligations (all direct or fully guaranteed obligations);

-20-

(ii)    time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or domestic branches of Foreign Depository institutions or trust companies) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the certificates of deposit or short-term deposits of such depository institution or trust company shall have a credit rating from Moody’s, Fitch and SP Global Ratings of P-1, F1+ and A-1+, respectively;

(iii)    commercial paper (including but not limited to asset-backed commercial paper) having, at the time of the investment or contractual commitment to invest therein, a rating from Moody’s, Fitch and SP Global Ratings of P-1, F1+ and A-1+, respectively;

(iv)    bankers’ acceptances issued by any depository institution or trust company described in clause (a)(ii) above; and

(v)    investments in money market funds rated AAA-m by SP Global Ratings, Aaa-mf by Moody’s and AAA or V1+ by Fitch or otherwise approved in writing by each Note Rating Agency;

(b)    demand deposits in the name of the Paying Agent on behalf of the Indenture Trustee for the benefit of the Noteholders in any depository institution or trust company referred to in clause (a)(ii) above; and

(c)    any other investment if the Rating Agency Condition is satisfied.

The term “Permitted Investments” does not include any investment in WFBNA or any obligation or liability of WFBNA.

“Person” means any person or entity of any nature. This term includes any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or Governmental Authority.

“PFA Prefunding Earnings Shortfall” has, for any Series, Class or Tranche of Notes, the meaning specified in the related Indenture Supplement.

“Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 3.06 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Principal Allocation Amount” means, on any date of determination during any Monthly Period for any Tranche, Class or Series of Notes (exclusive of (x) any Notes within such Tranche, Class or Series which will be paid in full during such Monthly Period and (y) any

-21-

notes which will have a Nominal Liquidation Amount of zero during such Monthly Period), an amount equal to the sum of (a) for any Notes within such Tranche, Class or Series of Notes in a Note Accumulation Period, the sum of the Nominal Liquidation Amounts for such Notes as of the close of business on the day prior to the commencement of the most recent Note Accumulation Period for such Notes, and (b) for all other Notes Outstanding within such Tranche, Class or Series of Notes, (i) the sum of the Nominal Liquidation Amounts for such Notes, each as of the close of business on the last day of the immediately preceding Monthly Period (or, with respect to the first Monthly Period for any such Series, Class or Tranche of Notes, the Initial Dollar Principal Amount of such Notes), plus (ii) the aggregate amount of any increases in the Nominal Liquidation Amount of such Notes as a result of (x) the issuance of additional Notes in an Outstanding Series, Class or Tranche of Notes, (y) the accretion of principal on Discount Notes of such Tranche, Class or Series, as applicable, or (z) the release of prefunded amounts (other than prefunded amounts deposited during such Monthly Period) for such Tranche, Class or Series, as applicable, from a Principal Funding sub-Account, in each case during such Monthly Period on or prior to such date.

“Principal Funding Account” has, for any Series, Class or Tranche of Notes, the meaning specified in the related Indenture Supplement.

“Principal Funding sub-Account” has, for any Series, Class or Tranche of Notes, the meaning specified in the related Indenture Supplement.

“Principal Payment Date” means, with respect to any Series, Class or Tranche of Notes, each Expected Principal Payment Date, or upon the acceleration of such Series, Class or Tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of such Series, Class or Tranche of Notes, each Monthly Principal Accrual Date.

“Principal Receivable” means any Receivable other than (i) a Finance Charge Receivable or (ii) a Receivable in a Defaulted Account. In calculating the aggregate amount of Principal Receivables in an Account on any date, the gross amount of Principal Receivables in the Account on that date must be reduced by the aggregate amount of credit balances in the Account on that date. Any Receivables which the Transferor is unable to transfer as provided in the Transfer Agreement shall not be included in calculating the aggregate amount of Principal Receivables, except as otherwise provided in such subsection.

“Qualified Institution” means (a) a depository institution, which may include the Indenture Trustee, the Paying Agent or the Owner Trustee, organized under the laws of the United States of America or any one of the States thereof or the District of Columbia, the deposits in which are insured by the FDIC and which at all times has a long term senior, unsecured debt rating of “A2” or better by Moody’s, or a certificate of deposit rating of “P-1” or better by Moody’s, if rated by Moody’s, a long term senior, unsecured debt rating of “A” or better by SP Global Ratings, or a certificate of deposit rating of “A-1” or better by SP Global Ratings, if rated by SP Global Ratings, a long term senior, unsecured debt rating of “A” or better by Fitch, or a certificate of deposit rating of “F1” or better by Fitch, if rated by Fitch and “BBB” or better by KBRA, if rated by KBRA (or, if not rated by Moody’s, SP Global Ratings, Fitch or

-22-

KBRA, a comparable rating by another statistical rating agency) or (b) a depository institution acceptable to each Note Rating Agency.

“Qualified Trust Account” means either (a) a segregated non-interest bearing account (including a securities account) with a Qualified Institution or (b) a segregated non-interest bearing trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating (in the case of SP Global Ratings, an issuer credit rating or resolution counterparty rating) from each Note Rating Agency that satisfies the publicly published, controlling and applicable ratings criteria established by each Note Rating Agency; provided that in either case described in the preceding clause (a) or (b), the Indenture Trustee has “control” (as defined in §§ 9-104 or 9-106 of the UCC, as applicable) pursuant to Section 4.02(c) or a control agreement including provisions substantially similar to such section or as otherwise agreed to by the Indenture Trustee.

“Rating Agency Condition” means, unless otherwise specified in the related Indenture Supplement for any Series or Class of Notes, with respect to any action subject to such condition, (i) that each Note Rating Agency shall have notified the Issuer, the Transferor or the Servicer in writing that the proposed action will not result in a reduction or withdrawal of its ratings on any outstanding notes of any Series, Class or Tranche of Notes or (ii) if at such time any Note Rating Agency has informed the Issuer, the Transferor or the Servicer that such Note Rating Agency does not provide such written notifications for transactions of this type, then as to such Note Rating Agency the Issuer shall deliver written notice of the proposed action to such Note Rating Agency at least ten (10) Business Days’ prior to the effective date of such action (or such shorter period as specified in the relevant Transaction Document provision).

“Ratings Effect” means a reduction, qualification or withdrawal of any then current rating of the Notes.

“Reallocation Group” means all Reallocation Series that have the same Reallocation Group designation.

“Reallocation Series” means a Series that, pursuant to the Indenture Supplement therefor, will share certain Available Funds, Available Principal Amounts or other specified amounts within a specified Reallocation Group with other Series in the same Reallocation Group, as more specifically set forth in such Indenture Supplement.

“Reassignment Amount” means, with respect to any Transfer Date, the sum of (a) the Adjusted Outstanding Dollar Principal Amount of all Notes Outstanding on such Transfer Date, (b) the aggregate Targeted Interest Deposit Amounts for all Series of Notes for such Transfer Date and (c) the aggregate due and unpaid Investor Servicing Fee owed to the Servicer, or any other fees, expenses, and indemnities of the Indenture Trustee, the Paying Agent or the Note Registrar payable by the Issuer, each after giving effect to any deposits and distributions otherwise to be made on such Transfer Date.

-23-

“Reassignment Date” has the meaning specified in the Transfer Agreement.

“Receivable” means any amount payable on an Account by the related Obligors. This term includes Principal Receivables and Finance Charge Receivables.

“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of [________ __, ____], between WFBNA and Funding, as the same may be amended, supplemented or otherwise modified from time to time.

“Record Date” for the interest or principal payable on any Note on any applicable Payment Date means the last day of the month before the related Interest Payment Date or Principal Payment Date, as applicable, unless otherwise specified in the applicable Indenture Supplement.

“Recoveries” means all Recoveries (as defined in the Receivables Purchase Agreement) that are allocable to the Receivables transferred by the Transferor to the Issuer pursuant to the Transfer Agreement.

“Registered Note” means a Note issued in registered form.

“Registered Noteholder” means a holder of a Registered Note.

“Regulation AB” means Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (including Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Removal Date” has the meaning specified in the Transfer Agreement.

“Removed Accounts” has the meaning specified in the Transfer Agreement.

“Required Subordinated Amount” means, with respect to any Tranche of a Senior Class of Notes, the amount specified in the related Indenture Supplement.

“Requirements of Law” for any Person means (a) any certificate of incorporation, certificate of formation, articles of association, bylaws, limited liability company agreement, or other organizational or governing documents of that Person and (b) any law, treaty, statute, regulation, or rule, or any determination by a Governmental Authority or arbitrator, that is applicable to or binding on that Person or to which that Person is subject. This term includes usury laws, the Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System.

-24-

“Responsible Officer” means, when used (x) with respect to the Indenture Trustee, any vice president, any assistant vice president, the treasurer, any assistant treasurer, any senior trust officer, or trust officer, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and (y) with respect to the Paying Agent and the Note Registrar, any vice president, any assistant vice president, any assistant secretary, assistant treasurer or any other officer in the Corporate Trust Office customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Indenture, the Indenture Supplement or the Terms Document and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Sarbanes Certification” has the meaning specified in subsection 14.04(d).

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securitization Transaction” means any issuance of new Notes of any Series, Class or Tranche, pursuant to Section 3.10, whether publicly offered or privately placed, rated or unrated.

“Security Interest” means the security interest granted pursuant to the Granting Clause.

“Segregated Transferor Interest” means a Dollar amount of the Transferor Interest equal to the aggregate prefunded amounts on deposit in the Principal Funding sub-Accounts for each Series of Notes, as notified to the Servicer pursuant to Section 5.03.

“Senior Class,” with respect to a Class of Notes of any Series, has the meaning specified in the related Indenture Supplement.

“Series” means, with respect to any Note, the Series specified in the applicable Indenture Supplement.

“Series Available Funds Shortfall” with respect to any Excess Available Funds Sharing Series, has the meaning specified in the related Indenture Supplement.

“Series Available Principal Amount Shortfall” with respect to any Excess Available Principal Amount Sharing Series, has the meaning specified in the related Indenture Supplement.

“Series Early Redemption Event” has the meaning, with respect to each Series, specified pursuant to the Indenture Supplement for the related Series.

-25-

“Service Transaction Fee” means a service transaction fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“Servicer” means initially WFBNA and thereafter any Person appointed as successor as provided in the Servicing Agreement to service the Receivables.

“Servicer Default” has the meaning specified in the Servicing Agreement.

“Servicing Agreement” means the Servicing Agreement, dated as of [________ __, ____], between the Servicer, and the Issuer, as amended, restated, supplemented or otherwise modified from time to time.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee” has the definition specified in the Servicing Agreement.

“SP Global Ratings” means SP Global Ratings Services or any successor thereto.

“Stated Principal Amount,” with respect to any Note, has the meaning specified in the related Indenture Supplement.

“sub-Account” means each portion of a Trust Account designated as such pursuant to this Indenture or the related Indenture Supplement.

“Subordinated Class,” with respect to a Class of Notes of any Series, has the meaning specified in the related Indenture Supplement.

“Subordinated Notes” means Notes of a Subordinated Class of a Series.

“Successor Servicer” has the meaning specified in the Servicing Agreement.

“Supplemental Account” means any Qualified Trust Account opened pursuant to an Indenture Supplement or Terms Document.

“Targeted Interest Deposit Amount,” for each Series, Class or Tranche of Notes, is defined in the related Indenture Supplement.

“Targeted Principal Deposit Amount,” for each Series, Class or Tranche of Notes, is defined in the related Indenture Supplement.

“Tax Information” has the meaning specified in subsection 16.04(b).

“Temporary Global Note” has the meaning specified in subsection 2.05(a).

-26-

“Terms Document” means, with respect to any Series, Class or Tranche of Notes, the Issuer Certificate or a supplement or terms document to the related Indenture Supplement that establishes such Series, Class or Tranche.

“Tranche” means, with respect to any Class of Notes, Notes of such Class which have identical terms, conditions and Tranche designation. Notes of a single Tranche may be issued on different dates.

“Transaction Documents” means, with respect to any Series, Class or Tranche of Notes, collectively, the Receivables Purchase Agreement, the Transfer Agreement, the Servicing Agreement, this Indenture, any applicable Indenture Supplement any applicable Terms Document, and the Trust Agreement.

“Transfer Agreement” means the Transfer Agreement, dated as of [________ __, ____], between the Transferor and the Issuer, as amended, restated, supplemented or otherwise modified from time to time.

“Transfer Date” means, unless otherwise specified in the related Indenture Supplement, with respect to any Series, Class or Tranche of Notes, the Business Day immediately prior to each Distribution Date.

“Transferor” has the meaning specified in the Transfer Agreement.

“Transferor Certificate” has the meaning specified in the Trust Agreement.

“Transferor Interest” means, on any date of determination, the aggregate amount of (a) the Principal Receivables plus (b) the principal amount on deposit in any Principal Funding sub-Account (as defined in any Indenture Supplement) plus (c) any Available Principal Amounts on deposit in the Collection Account plus (d) the amount on deposit in the Excess Funding Account, each at the end of the day immediately prior to such date of determination, minus (e) the Aggregate Nominal Liquidation Amount at the end of such day.

“Transferor Percentage” means, on any date of determination, when used with respect to Principal Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts, a percentage equal to 100% minus the Aggregate Investor Percentage with respect to such categories of Receivables.

“Transferred Account” means any VISA^®, Mastercard^®, American Express^® or other major card payment network credit card account^* (a) into which all of the Receivables in an Account are transferred because the related credit card was lost or stolen or the related credit card program was changed, if the Credit Card Guidelines do not require a new application or credit evaluation, and (b) that can be traced or identified by reference to the Account Schedule and the computer or other records of the Servicer.

^*  VISA, Mastercard, and America Express are registered trademarks of Visa International Service Association, MasterCard International Incorporated, and American Express Company, respectively.

-27-

“Transferred Assets” has the meaning specified in the Transfer Agreement.

“Trust Accounts” means the Collection Account, the Excess Funding Account, and each Supplemental Account, in each case including any sub-Accounts therein.

“Trust Agreement” means the Amended and Restated Trust Agreement of the Issuer, dated as of [________ __, ____], between Funding, as Beneficiary and Transferor, and Wilmington Trust, National Association, as Owner Trustee, as amended, supplemented, restated or supplemented from time to time.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed except as provided in Section 10.05.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code of the relevant jurisdiction.

“U.S. Depository” means, unless otherwise specified by the Issuer pursuant to any of Sections 2.04, 2.06, or 3.01, with respect to Notes of any Tranche issuable or issued as Global Note within the United States, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act, or other applicable statute regulation.

“Weighted Average Available Funds Allocation Amount” means, with respect to any period for any Tranche, Class or Series of Notes, the sum of the Available Funds Allocation Amounts for such Tranche, Class or Series, as applicable, as of the close of business on each day during such period divided by the actual number of days in such period.

“WFBNA” means Wells Fargo Bank, National Association a national banking association, and its successors and any entity resulting from or surviving any consolidation or merger to which it or its successors may be a party, which, for purposes of this Indenture, the Indenture Supplement, the Terms Document and any other Transaction Document, shall be deemed to exclude Wells Fargo Bank, National Association in its capacities as Paying Agent and as Note Registrar hereunder and thereunder.

Section 1.02.    Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Indenture Trustee, the Paying Agent or the Note Registrar to take any action under any provision of this Indenture, the Issuer will furnish to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

-28-

Notwithstanding the provisions of Section 3.10 and of the preceding paragraph, if all Notes of a Tranche are not to be originally issued at one time, it will not be necessary to deliver the Issuer Certificate otherwise required pursuant to Section 3.10 or the Officer’s Certificate and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or before the time of authentication of each Note of such Tranche if such documents are delivered at or prior to the authentication upon original issuance of the first Note of such Tranche to be issued.

Each of the Indenture Trustee, the Paying Agent and the Note Registrar may rely, as to authorization by the Issuer of any Tranche of Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 3.10 and this Section 1.02, as applicable, in connection with the first authentication of Notes of such Tranche.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 11.04) will include:

(a)    a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)    a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)    a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03.    Form of Documents Delivered to Indenture Trustee, the Paying Agent or the Note Registrar. In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer stating that the information with respect to such factual matters is

-29-

in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04. Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, “action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action will become effective when such instrument or instruments are delivered to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and (subject to Section 8.01) conclusive in favor of the Indenture Trustee, the Paying Agent, the Note Registrar and the Issuer, as applicable, if made in the manner provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, deems sufficient.

(c) The ownership of Registered Notes will be proved by the Note Register.

(d) If the Issuer will solicit from the Noteholders any action, the Issuer may, at its option, by an Officer’s Certificate, fix in advance a Record Date for the determination of Noteholders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a Record Date, such Record Date will be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such action may be given before or after the Record Date, but only the Noteholders of record at the close of business on the Record Date will be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the Record

-30-

Date; provided that no such authorization, agreement or consent by the Noteholders on the Record Date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the Record Date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee, the Paying Agent, the Note Registrar or the Issuer in reliance thereon whether or not notation of such action is made upon such Note.

Section 1.05. Notices, etc., to Indenture Trustee and Issuer. Any action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a) the Indenture Trustee, the Paying Agent or the Note Registrar by any Noteholder or by any party hereto will be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee, the Paying Agent and the Note Registrar at its respective Corporate Trust Office, or

(b) the Issuer by any party hereto or by any Noteholder will be sufficient for every purpose hereunder (except as provided in subsection 7.01(c)) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Indenture Trustee, the Paying Agent and the Note Registrar by the Issuer.

Section 1.06. Notices to Noteholders; Waiver.

(a) Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise herein, in such Indenture Supplement or in such Registered Note expressly provided) if in writing and mailed, first-class postage prepaid, sent by facsimile, sent by electronic transmission or personally delivered to each Holder of Registered Note affected by such event, at such Noteholder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail, send by facsimile, electronic transmission or deliver such notice, nor any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given.

Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee, but

-31-

such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Indenture Trustee, the Note Registrar and the Issuer will be deemed to be a sufficient giving of such notice.

(c) With respect to any Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Tranche.

(d) Where this Indenture provides for notice to any Note Rating Agency, failure to give such notice will not affect any other rights or obligations created hereunder and will not under any circumstance constitute an Adverse Effect or a breach of a condition precedent to the related action, if any.

Section 1.07. Conflict with Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof.

Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co- trustees and agents of the Indenture Trustee.

Section 1.10. Separability. In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 1.11. Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, the Derivative Counterparties (to the extent specified in the applicable Derivative Agreement) and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

-32-

Section 1.12. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS INDENTURE, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS INDENTURE; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 1.05 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) 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.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF

-33-

THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 1.12 SHALL LIMIT THE RIGHTS OF ANY PERSON PURSUANT TO SECTION 2.10 OF THE TRANSFER AGREEMENT OR SECTION 6.03 OF THE RECEIVABLES PURCHASE AGREEMENT IN CONNECTION WITH A REQUEST RELATING TO THE REPURCHASE OF RECEIVABLES; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THE PARTIES HERETO HEREBY AGREE THAT NONE OF THE INDENTURE TRUSTEE, THE PAYING AGENT OR THE NOTE REGISTRAR SHALL BE OBLIGATED TO ARBITRATE ANY MATTER REGARDING ITS RIGHTS, DUTIES, PRIVILEGES, INDEMNITIES, PROTECTIONS, IMMUNITIES AND BENEFITS.

Section 1.13. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.14. Indenture Referred to in the Trust Agreement. This is the Indenture referred to in the Trust Agreement.

Section 1.15. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 1.16. Electronic Signatures. Delivery of a signature page to, or an executed counterpart of, this Indenture and any other documents to be delivered in connection with the transactions contemplated hereby by facsimile, email transmission of a scanned image, or other electronic means, shall be effective as delivery of an originally executed counterpart. The parties hereto agree that “execution,” “signed,” “signature,” and words of like import in this document and any such other documents shall be deemed to include electronic signatures, authentication, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, enforceability or admissibility as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), or the UCC, and the parties hereto hereby waive any objection to the contrary.

-34-

ARTICLE II

NOTE FORMS

Section 2.01. Forms Generally. The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the applicable Indenture Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer’s execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes will be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) or may be produced in any other manner, all as determined by the Issuer, as evidenced by the Issuer’s execution of such Notes, subject, with respect to the Notes of any Series, Class or Tranche, to the rules of any securities exchange on which such Notes are listed.

Section 2.02. Forms of Notes. Each Note will be in one of the forms approved from time to time by or pursuant to an Indenture Supplement. Before the delivery of a Note to the Note Registrar for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer will deliver to the Note Registrar the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby or, if an Issuer Certificate authorizes a specific officer or officers of the Beneficiary to approve a form of Note, a certificate of such officer or officers approving the form of Note attached thereto. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Note Registrar, such acceptance to be evidenced by the Note Registrar’s authentication of Notes in that form or a certificate signed by a Responsible Officer of the Note Registrar and delivered to the Issuer.

Section 2.03. Form of Note Registrar’s Certificate of Authentication. The form of Note Registrar’s Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows:

-35-

NOTE REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Series, Class or Tranche designated therein referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as Note Registrar,
By:
	Name:
	Title:
Dated:

Section 2.04. Notes Issuable in the Form of a Global Note.

(a) If the Issuer establishes pursuant to Sections 2.02 and 3.01 that the Notes of a particular Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Issuer will execute and the Note Registrar will, in accordance with Section 3.03 and the Issuer Certificate delivered to the Note Registrar thereunder, authenticate and deliver, such Global Note or Notes, which, unless otherwise provided in the applicable Indenture Supplement (i) will represent, and will be denominated in an amount equal to the aggregate Stated Principal Amount (or in the case of Discount Notes, the aggregate Stated Principal Amount at the Expected Principal Payment Date of such Notes) of the Outstanding Notes of such Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) in the case of Registered Notes, will be registered in the name of the Depository for such Global Note or Notes or its nominee, (iii) will be delivered by the Note Registrar to the Depository or pursuant to the Depository’s instruction, (iv) if applicable, will bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (v) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable.

(b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Definitive Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository

-36-

for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository.

(c) Unless otherwise specified in the applicable Indenture Supplement:

(i) If at any time the Depository for a Global Note notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time the Depository for the Notes for such Series, Class or Tranche ceases to be a clearing agency registered under the Exchange Act, or other applicable statute or regulation, the Issuer will appoint a successor Depository with respect to such Global Note. If a successor Depository for such Global Note is not appointed by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Note Registrar, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Definitive Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global Note.

(ii) The Issuer may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Note Registrar, upon receipt of an Issuer Certificate for the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange in whole or in part for such Global Note, will authenticate and deliver individual Definitive Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes.

(iii) If specified by the Issuer pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in Definitive Note form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Note Registrar will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof.

-37-

(iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for individual Definitive Notes.

(v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Note Registrar will authenticate and deliver individual Definitive Notes in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Definitive Notes, such Global Note will be canceled by the Note Registrar. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Note Registrar. The Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Section 2.05. Temporary Global Notes and Permanent Global Notes.

(a) If specified in the applicable Indenture Supplement for any Tranche, all or any portion of a Global Note may initially be issued in the form of a single temporary global Registered Note (the “Temporary Global Note”), without interest coupons, in the denomination of the entire aggregate principal amount of such Tranche and substantially in the form set forth in the exhibit with respect thereto attached to the applicable Indenture Supplement. The Temporary Global Note will be authenticated by the Note Registrar upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes. The Temporary Global Note may be exchanged as described in the applicable Indenture Supplement for permanent global Registered Notes (the “Permanent Global Notes”).

(b) Upon any such exchange of all or a portion of the Temporary Global Note for a Permanent Global Note or Notes, such Temporary Global Note will be endorsed by or on behalf of the Note Registrar to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Permanent Global Note or Notes. Until so exchanged in full, such Temporary Global Note will in all respects be entitled to the same benefits under this Indenture as Permanent Global Notes authenticated and delivered hereunder except that the beneficial owners of such Temporary Global Note will not be entitled to receive payments of interests on the Notes until they have exchanged their beneficial interests in such Temporary Global Note for Permanent Global Notes.

Section 2.06. Beneficial Ownership of Global Notes. Until Definitive Notes have been issued to the applicable Noteholders pursuant to Section 2.04 or as otherwise specified in any applicable Indenture Supplement:

(a) the Issuer, the Indenture Trustee, the Paying Agent and the Note Registrar may deal with the applicable clearing agency and the clearing agency’s participants for all

-38-

purposes (including the making of distributions) as the authorized representatives of the respective Note Owners; and

(b) the rights of the respective Note Owners will be exercised only through the applicable clearing agency and the clearing agency’s participants and will be limited to those established by law and agreements between such Note Owners and the clearing agency and/or the clearing agency’s participants. Pursuant to the operating rules of the applicable clearing agency, unless and until Definitive Notes are issued pursuant to Section 2.04, the clearing agency will make book-entry transfers among the clearing agency’s participants and receive and transmit distributions of principal and interest on the related Notes to such clearing agency’s participants. Beneficial owners or clearing agency participants shall have no rights under this Indenture with respect to any Global Note held on its behalf by a clearing agency, the Indenture Trustee or a custodian and the applicable clearing agency may be treated as the absolute owner of the Global Note for all purposes whatsoever.

For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, Noteholders evidencing a specified percentage of the aggregate unpaid principal amount of Outstanding Notes, such direction or consent may be given by Note Owners (acting through the clearing agency and the clearing agency’s participants) owning interests in Notes evidencing the requisite percentage of principal amount of Notes.

Section 2.07. Notices to Depository. Whenever any notice or other communication is required to be given to Noteholders with respect to which book-entry Notes have been issued, unless and until Definitive Notes will have been issued to the related Note Owners, the Indenture Trustee, the Note Registrar and the Paying Agent, as the case may be, will give all such notices and communications to the applicable Depository, in accordance with the operation rules of the applicable Depository.

-39-

ARTICLE III

THE NOTES

Section 3.01. General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche.

(a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.

(b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series, Class or Tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes of such Series, Class or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or Tranche.

(c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of allocations pursuant to Article V. A Series of Notes is created pursuant to an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to an Issuer Certificate or Terms Document, each related to the Indenture Supplement for the applicable Series.

(d) Each Series of Notes may be assigned to a Group or Groups of Notes for purposes of allocations pursuant to Article V. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group will share amounts.

(e) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series.

(f) Notes of a Series that belong to different Classes in that Series belong to different Tranches on the basis of the difference in Class membership.

(g) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple Tranches. Notes of a single Class of a Series will belong to different Tranches if they have different terms and conditions. With respect to any Class of Notes, Notes which have identical terms, conditions and Tranche designation will be deemed to be part of a single Tranche.

(h) There shall also be established in or pursuant to an Indenture Supplement or pursuant to an Issuer Certificate or Terms Document related to the applicable Indenture

-40-

Supplement before the initial issuance of Notes of each such Series, Class or Tranche, provision for:

(i) the Series designation;

(ii) the Stated Principal Amount of the Notes;

(iii) whether such Series belongs to any Group or Groups;

(iv) whether such Notes are of a particular Class of Notes or a Tranche of any such Class;

(v) the Required Subordinated Amount (if any) for such Class or Tranche of Notes;

(vi) the currency or currencies in which such Notes will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable;

(vii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(viii) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;

(ix) the price or prices at which the Notes will be issued;

(x) the times at which such Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;

(xi) the rate per annum at which such Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;

(xii) each Interest Payment Date, Expected Principal Payment Date and Legal Maturity Date for such Notes;

-41-

(xiii) the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes;

(xiv) whether or not application will be made to list such Notes on any securities exchange;

(xv) any Events of Default or Early Redemption Events with respect to such Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to such Notes (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that Series, Class or Tranche);

(xvi) subject to the terms of Section 8.14, the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series, Class or Tranche;

(xvii) if such Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Definitive Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01);

(xviii) the subordination of such Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series, Class or Tranche;

(xix) if such Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;

(xx) the Record Date for any Payment Date of such Notes, if different from the last day of the month before the related Payment Date;

(xxi) the controlled accumulation amount, if any, the controlled amortization amount, if any, or other principal amortization amount, if any, scheduled for such Notes; and

(xxii) any other terms of such Notes which will not be inconsistent with the provisions of this Indenture;

all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series, Class or Tranche.

-42-

(i) The form of the Notes of each Series, Class or Tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement creating such Series, Class or Tranche. The Notes of each Series, Class or Tranche will be distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the Indenture Trustee and the Note Registrar, as the Issuer may determine.

(j) Unless otherwise provided with respect to Notes of a particular Series, Class or Tranche, the Notes of any particular Series, Class or Tranche will be issued in registered form, without coupons.

(k) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued under this Indenture may be determined pursuant to this Section 3.01 by providing in the applicable Indenture Supplement for the method by which such terms or provisions will be determined.

(l) The Notes of each Series, Class or Tranche may have such Expected Principal Payment Date or Expected Principal Payment Dates or Legal Maturity Date or Legal Maturity Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable Indenture Supplement.

Section 3.02. Denominations. The Notes of each Tranche will be issuable in such denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement. In the absence of any such provisions with respect to the Registered Notes of any Tranche, the Registered Notes of that Tranche will be issued in denominations of $1,000 and multiples thereof.

Section 3.03. Execution, Authentication and Delivery and Dating.

(a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer. The signature of any officer of the Beneficiary or the Owner Trustee on the Notes may be manual or facsimile.

(b) Notes bearing the manual or facsimile signatures of individuals who were at any time an Issuer Authorized Officer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Note Registrar for authentication; and the Note Registrar will, upon request by an Issuer Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.

43

(d) Before any such authentication and delivery, the Note Registrar will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Note Registrar pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Tranche of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.

(e) The Note Registrar will not be required to authenticate such Notes if the issue thereof will adversely affect the Note Registrar’s own rights, duties, privileges, indemnities, protections, immunities and benefits under the Notes and this Indenture.

(f) Unless otherwise provided in the form of Note for any Tranche, all Notes will be dated the date of their authentication.

(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Note Registrar by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 3.04. Temporary Notes.

(a) Pending the preparation of Definitive Notes of any Tranche, the Issuer may execute, and, upon receipt of the documents required by Section 3.03, together with an Issuer Certificate, the Note Registrar will authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced by the Issuer’s execution of such Notes.

(b) If temporary Notes of any Tranche are issued, the Issuer will cause Definitive Notes of such Tranche to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes of such Tranche will be exchangeable for Definitive Notes of such Tranche upon surrender of the temporary Notes of such Tranche at the office or agency of the Note Registrar at its Corporate Trust Office, without charge to the Noteholder; and upon surrender for cancellation of any one or more temporary Notes the Issuer will execute and the Note Registrar will authenticate and deliver in exchange therefor a like Stated Principal Amount of Definitive Notes of such Tranche of authorized denominations and of like tenor and terms. Until so exchanged, the temporary Notes of such Tranche will in all respects be entitled to the same benefits under this Indenture as Definitive Notes of such Tranche.

Section 3.05. Registration, Transfer and Exchange.

(a) Wells Fargo Bank, National Association is hereby appointed as the note registrar (in such capacity, the “Note Registrar”) to provide for the registration of Notes, and transfers and exchanges of Notes as provided herein. The Note Registrar shall keep a register

-44-

(the “Note Register”) in which the Note Registrar shall maintain, subject to such reasonable regulations as it may prescribe, the registration of Registered Notes, or of Registered Notes of a particular Tranche and transfers of Registered Notes or of Registered Notes of such Tranche. In the course of maintaining the Note Register, the Note Registrar shall be acting as an agent of the Issuer. The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Indenture Trustee at the Corporate Trust Office of the Note Registrar as provided in Section 11.02.

(b) Subject to Section 2.04, upon surrender for registration of transfer of any Registered Note of any Tranche at the office or agency of the Note Registrar maintained for such purpose, if the requirements of Section 8-401(a) of the UCC are met (which the Note Registrar shall have no duty to verify), the Issuer will execute, and, upon receipt of such surrendered Note, the Note Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of such Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms. As of the Closing Date, the offices of the Note Registrar maintained for such purpose are located at the Corporate Trust Office of the Note Registrar.

(c) Subject to Section 2.04, at the option of the Noteholder, Notes of any Tranche may be exchanged for other Notes of such Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Note Registrar will authenticate and deliver, the Notes which the Noteholders making the exchange are entitled to receive.

(d) All Notes issued upon any transfer or exchange of Notes will be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

(e) Every Note presented or surrendered for transfer or exchange will (if so required by the Issuer, the Note Registrar or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

(f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer or the Note Registrar may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Sections 3.04 or 10.06 not involving any transfer.

(g) None of the Issuer, the Indenture Trustee, the Paying Agent or the Note Registrar or any agent of the foregoing will have any responsibility or liability for any aspect of

-45-

the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(h) The Issuer initially appoints Wells Fargo Bank, National Association, pursuant to subsection 3.05(a), to act as Note Registrar for the Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of Wells Fargo Bank, National Association with respect to any Tranche of Notes issued under this Indenture.

(i) Registration of transfer of Notes containing the following legend or a legend the substance of which is not inconsistent with the following legend, or to which any such legend is applicable:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE BLUE SKY OR SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee will deliver, at its expense, to the Issuer, the Note Registrar and the Indenture Trustee, an investment letter from the transferee, substantially in the form of the investment letter attached hereto as Exhibit A or such other form as the Issuer may determine, and no registration of transfer will be made until such letter is so delivered.

Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuer, the Indenture Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed.

Whenever a Note containing the legend referred to above is presented to the Note Registrar for registration of transfer, the Note Registrar will promptly seek instructions from the Issuer regarding such transfer and will be entitled to receive an Issuer Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of them harmless against any loss, liability or expense

-46-

incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause.

Notwithstanding anything herein to the contrary, none of the Indenture Trustee, the Paying Agent or the Note Registrar shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, applicable state securities laws, the Internal Revenue Code or the Investment Company Act.

Section 3.06. Mutilated, Destroyed, Lost and Stolen Notes.

(a) If (i) either any mutilated Note is surrendered to the Note Registrar or the Issuer, the Note Registrar and the Indenture Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note Registrar and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer will execute and upon its request the Note Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, Series, Class or Tranche, Expected Principal Payment Date, Legal Maturity Date and Stated Principal Amount, bearing a number not contemporaneously Outstanding.

(b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

(c) Upon the issuance of any new Note under this Section 3.06, the Issuer and the Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees, expenses and indemnities of the Note Registrar) connected therewith.

(d) Every new Note issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Series, Class or Tranche duly issued hereunder.

(e) The provisions of this Section 3.06 are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 3.07. Payment of Interest; Interest Rights Preserved.

(a) Unless otherwise provided with respect to such Note pursuant to Section 3.01, interest payable on any Registered Note will be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date.

-47-

(b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note will carry the rights to interest accrued or principal accreted and unpaid, and to accrue or accrete, which were carried by such other Note.

(c) The right of any Noteholder to receive interest on or principal of any Note shall be subject to any applicable withholding or deduction imposed pursuant to the Internal Revenue Code or other applicable tax law, including foreign withholding and deduction. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate Noteholder.

Section 3.08. Persons Deemed Owners. The Issuer, the Indenture Trustee, the Owner Trustee, the Beneficiary, the Note Registrar, the Paying Agent and any of their respective agents may treat the Person who is proved to be the owner of such Note pursuant to subsection 1.04(c) as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 3.07) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee, the Owner Trustee, the Paying Agent or the Note Registrar or any agent of the Issuer, the Indenture Trustee, the Owner Trustee, the Note Registrar, the Paying Agent or the Beneficiary will be affected by notice to the contrary.

Section 3.09. Cancellation. All Notes surrendered for payment, redemption, transfer, conversion or exchange will, if surrendered to any Person other than the Note Registrar, be delivered to the Note Registrar and, if not already canceled, will be promptly canceled by it. The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered will be promptly canceled by the Note Registrar. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 3.09, except as expressly permitted by this Indenture. The Note Registrar will dispose of all canceled Notes in accordance with its customary procedures and will, upon written request of the Issuer, deliver a certificate of such disposition to the Issuer.

Section 3.10. New Issuances of Notes.

(a) The Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied:

(i) on or before the third Business Day before the date that the new issuance is to occur, the Issuer gives the Indenture Trustee, the Note Registrar, the Paying Agent and the Note Rating Agencies written notice of the issuance;

(ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee, the Note Registrar and each Note Rating Agency an Issuer Certificate to the effect that:

-48-

(A) the Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes;

(B) all instruments furnished to the Indenture Trustee and the Note Registrar conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Note Registrar to authenticate and deliver such Notes;

(C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and

(D) such other matters as the Indenture Trustee or the Note Registrar may reasonably request;

(iii ) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee, the Note Registrar and the Note Rating Agencies an Opinion of Counsel, which may be from internal counsel of the Issuer, that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Note Registrar, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Notes, if any, of such Series, Class or Tranche Outstanding, subject to the terms of this Indenture and each Indenture Supplement;

(iv) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee, the Note Registrar and the Note Rating Agencies an Issuer Tax Opinion with respect to such issuance;

(v) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee, the Paying Agent and the Note Registrar an Indenture Supplement and, if applicable, the Issuer Certificate or Terms Document relating to the applicable Series, Class and Tranche of Notes;

(vi) in the case of foreign currency Notes, the Issuer will have appointed one or more Paying Agents in the appropriate countries;

(vii) satisfaction of the Rating Agency Condition;

(viii) the conditions specified herein or in Section 3.11 are satisfied; and

-49-

(ix) any other conditions specified herein in the applicable Indenture Supplement;

provided, however, that any one of the aforementioned conditions (other than clauses (iv), (v) and (vi)) may be eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuer has satisfied the Rating Agency Condition with respect to the elimination or modification of such condition precedent.

(b) The Issuer, the Indenture Trustee and the Note Registrar will not be required to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche.

(c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Tranche of a multiple issuance Series, so long as the conditions described in paragraph (a) are met. As of the date of any additional issuance of Notes of an Outstanding Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Tranche of Notes that has the benefit of a Derivative Agreement, the Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. The targeted deposits, if any, to the Principal Funding sub-Account will be increased proportionately to reflect the principal amount of the additional Notes.

When issued, the additional Notes of a Tranche will be identical in all respects to the other Outstanding Notes of that Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement as the other Outstanding Notes of that Tranche without preference, priority or distinction. In addition, the Issuer agrees to provide notice to the Transferor and the Servicer of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB.

Section 3.11. Specification of Required Subordinated Amount and Adjustments Thereto.

(a) The applicable Indenture Supplement for each Series, Class or Tranche of Notes will specify a Required Subordinated Amount of each Subordinated Class or Tranche of Notes, if any.

(b) Except as otherwise set forth in an Indenture Supplement or Terms Document, the Issuer may change the Required Subordinated Amount or method of computing such amount for any Class or Tranche of Notes at any time, without the consent of any Noteholders, so long as the Issuer has (i) satisfied the Rating Agency Condition with respect to the change in the Required Subordinated Amount and (ii) delivered to the Indenture Trustee and the Note Rating Agencies an Issuer Tax Opinion.

Section 3.12. Reallocation Groups. Available Funds and other specified amounts allocated to each Series in a Reallocation Group shall be reallocated to cover interest and expenses related to each Series in such Reallocation Group as specified in each related

-50-

Indenture Supplement. The reallocation provisions of the Indenture Supplement for each Series in the same Reallocation Group are required to be identical in all material respects.

Section 3.13. Excess Available Funds Sharing Groups. The Issuer shall cause to be reallocated and redistributed certain excess Available Funds to cover Series Available Funds Shortfalls incurred by Excess Available Funds Sharing Series in a particular Excess Available Funds Sharing Group as specified in the related Indenture Supplements; provided, however, that the Beneficiary may, at any time, direct the Issuer to discontinue the sharing of excess Available Funds among Series, and the Issuer shall discontinue or shall cause to be discontinued any further sharing of excess Available Funds among Series.

Section 3.14. Excess Available Principal Amount Sharing Groups. The Issuer shall cause to be reallocated and redistributed certain excess Available Principal Amounts to cover Series Available Principal Amount Shortfalls incurred by Excess Available Principal Amount Sharing Series in a particular Excess Available Principal Amount Sharing Group as specified in the related Indenture Supplements; provided, however, that the Beneficiary may, at any time, direct the Issuer to discontinue the sharing of excess Available Principal Amounts among Series, and the Issuer shall discontinue or shall cause to be discontinued any further sharing of excess Available Principal Amounts among Series.

-51-

ARTICLE IV

TRUST ACCOUNTS AND INVESTMENTS

Section 4.01. Collections. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and will receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Indenture Trustee in connection with the Collateral, including, without limitation, all Collections. The Indenture Trustee (or the Paying Agent on its behalf) will hold all such money and property received by it as part of the Collateral and will apply it as provided in this Indenture.

Section 4.02. Trust Accounts.

(a) Trust Accounts; Deposits to and Distributions from Trust Accounts.

(i) (A) On or before the Effective Date, the Issuer will cause to be established and maintained with the Paying Agent a Qualified Trust Account (the “Collection Account”) in the name of the Indenture Trustee, bearing a designation clearly indicating that such account is the “Collection Account” hereunder and that the funds and other property credited thereto are held for the benefit of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty.

(B) All Collections and distributions received pursuant to Section 2.06 of the Servicing Agreement shall be credited to the Collection Account.

(C) The Collection Account shall be under the “control” (as defined in §§ 9-104 or 9-106 of the UCC, as applicable) of the Indenture Trustee, for the benefit of (1) the Indenture Trustee on behalf of the Noteholders (2) each applicable Derivative Counterparty, (3) the Indenture Trustee, in its individual capacity and (4) the Note Registrar and the Paying Agent, each in its individual capacity, pursuant to an account control agreement or otherwise.

(D) If, at any time, the institution holding the Collection Account ceases to be a Qualified Institution, the Issuer will within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which the Rating Agency Condition is satisfied) establish with a Qualified Institution that is acting as the Paying Agent a new Collection Account that is a Qualified Trust Account and shall transfer any funds or other property to such new Collection Account. From the date such new Collection Account is established, it will be the “Collection Account.”

(ii) (A) On or before the Effective Date, the Issuer will cause to be established and maintained with the Paying Agent a Qualified Trust Account (the “Excess Funding Account”) in the name of the Indenture Trustee, bearing a designation clearly indicating that such account is the “Excess Funding Account” hereunder and the funds and other property credited thereto are

-52-

held for the benefit of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty.

(B) Collections of Principal Receivables that would otherwise be paid to the Holder of the Transferor Interest, or that the applicable Indenture Supplement may specify are to be credited to the Excess Funding Account, shall be deposited to the Excess Funding Account as provided in this Indenture and each Indenture Supplement.

(C) The Excess Funding Account shall be under the “control” (as defined in §§ 9-104 or 9-106 of the UCC, as applicable) of the Indenture Trustee, for the benefit of (1) the Noteholders, (2) each applicable Derivative Counterparty, (3) the Indenture Trustee, in its individual capacity, and (4) the Note Registrar and the Paying Agent, each in its individual capacity, pursuant to an account control agreement or otherwise.

(D) If, at any time, the institution holding the Excess Funding Account ceases to be a Qualified Institution, the Issuer will within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which the Rating Agency Condition is satisfied) establish with a Qualified Institution that is acting as the Paying Agent a new Excess Funding Account that is a Qualified Trust Account and shall transfer any funds or other property to such new Excess Funding Account. From the date such new Excess Funding Account is established, it will be the “Excess Funding Account.”

(b) All payments to be made from time to time on behalf of the Indenture Trustee to Noteholders out of funds in the Trust Accounts pursuant to this Indenture will be made by the Paying Agent on behalf of the Indenture Trustee, not later than 12:00 noon on the applicable Payment Date, or as otherwise provided in Article V or the applicable Indenture Supplement but only to the extent of available funds in the applicable Trust Account.

(c) Each of the parties hereto hereby agrees that (i) each Trust Account will be a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) the Paying Agent shall be a “securities intermediary” (as defined in 8-102(a)(14) of the UCC) with respect to each such Trust Account; (iii) New York shall be the “securities intermediary’s jurisdiction” (as defined in 8-110 of the UCC) for purposes of the UCC in connection with the Trust Accounts; (iv) all Eligible Investments and other assets in the Trust Accounts shall be treated as “financial assets” (as defined in 8-102(a)(9) of the UCC); (v) all securities or other property underlying any financial assets credited to such accounts shall be registered in the name of the Paying Agent, or indorsed to the Paying Agent, and in no case will any financial asset credited to any Trust Account be registered in the name of the Issuer or the Servicer, payable to the order of the Issuer or the Servicer or specially indorsed to the Issuer or the Servicer, except to the extent the foregoing have been specially indorsed to the Paying Agent at which such accounts are maintained or in blank; and (vi) the “account agreement” (as defined in the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, ratified Sept. 28, 2016, S. Treaty Doc. No. 112-6 (2012) (the “Hague Securities Convention”)) with respect to the Trust Accounts set forth that the laws of the State of New York shall govern all of the issues specified in Article 2(1) of the Hague Securities Convention, and each such account agreement is hereby amended to provide that the laws applicable to all of the issues specified in

-53-

Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York. The Trust Accounts shall be held by the Paying Agent on behalf of the Indenture Trustee for the benefit of the Noteholders and the Indenture Trustee, and the Paying Agent agrees that it will comply with all “entitlement orders” (as defined in 8-102(a)(8) of the UCC) with respect to the Trust Accounts and any other instructions directing disposition of any financial assets credited thereto, “securities entitlements” (as defined in § 8-102(a)(17) of the UCC) related thereto, any funds on deposit therein, and any other property held therein that are originated by the Indenture Trustee without further consent of the Issuer or any other Person. Notwithstanding such control by the Indenture Trustee, the Indenture Trustee agrees that each of the Issuer and the Servicer shall be permitted to issue entitlement orders and to give other instructions to the Paying Agent as expressly contemplated herein unless and until the Indenture Trustee revokes the Issuer and the Servicer’s authority to give such instructions by written notice to the Paying Agent substantially in the form attached hereto as Exhibit D. Except as expressly provided in this Indenture and the Servicing Agreement, each of the Paying Agent and the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any financial asset credited to, any securities entitlement related to, any funds deposited in, or any other property held in, the Trust Accounts for any amount owed to it by the Indenture Trustee, the Issuer or any Noteholder. Pursuant to the terms hereof and the terms of the Servicing Agreement, the Servicer shall instruct the Paying Agent to make withdrawals and payments from the Trust Accounts for the purposes of carrying out the Servicer’s, the Issuer’s or the Paying Agent’s duties hereunder and under the Servicing Agreement.

Section 4.03. Investment of Funds in the Trust Accounts.

(a) Subject to Section 4.03(e), funds credited to the Trust Accounts will be invested and reinvested by the Paying Agent at the written direction of the Issuer in one or more Permitted Investments. The Issuer may authorize the Paying Agent to make specific investments in Permitted Investments pursuant to written instructions, in such amounts as the Issuer will specify. Notwithstanding the foregoing, funds held by the Paying Agent in any of the Trust Accounts will be invested in Permitted Investments that will mature in each case no later than one day prior to the date on which such funds in the Trust Accounts are scheduled to be transferred or distributed by the Paying Agent pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date).

(b) All funds credited from time to time to the Trust Accounts pursuant to this Indenture and all investments made with such funds will be held by the Paying Agent in the Trust Accounts on behalf of the Indenture Trustee as part of the Collateral as herein provided, subject to withdrawal by the Paying Agent for the purposes set forth herein.

(c) Funds and other property in any of the Trust Accounts will not be commingled with any other funds or property of the Issuer, the Indenture Trustee or the Paying Agent, and the Paying Agent shall:

(i) credit each Permitted Investment that is a security entitlement to the applicable Trust Account;

-54-

(ii) maintain the Indenture Trustee’s control, or maintain possession on behalf of the Indenture Trustee, of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of New York separate and apart from all other property held by the Paying Agent; and

(iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Paying Agent on behalf of the Indenture Trustee by the issuer thereof;

provided, that, other than following an Event of Default and acceleration pursuant to Section 7.02, no Permitted Investment shall be disposed of prior to its maturity.

Notwithstanding any other provision of this Indenture, the Paying Agent shall not hold any Permitted Investment through an agent or nominee except as expressly permitted by this subsection 4.03(c). Each term used in this subsection 4.03(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC.

(d) On each Transfer Date, all Investment Earnings will be treated as Collections of Finance Charge Receivables with respect to the immediately preceding Monthly Period and applied pursuant to Section 5.02(a) for such Transfer Date. On each Transfer Date, all amounts of Investment Earning on deposit in the Excess Funding Account shall be withdrawn and deposited into the Collection Account. Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Trust Accounts for any reason under this Indenture or any Indenture Supplement, Investment Earnings on such funds shall be deemed not to be available.

(e) Funds credited to the Trust Accounts will be held uninvested if an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 7.02.

-55-

ARTICLE V

ALLOCATIONS, DEPOSITS AND PAYMENTS

Section 5.01. Collections. The Issuer shall deposit, or cause to be deposited, all Collections received in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following such Date of Processing.

Section 5.02. Allocations to Noteholders; Allocations to Holder of the Transferor Interest.

(a) The Issuer shall cause to be allocated amounts of Collections to each Series of Notes as provided in each Indenture Supplement. The Issuer shall cause to be made such deposits or payments on the date indicated therein by wire transfer for any Series of Notes with respect to any Class or Tranche of such Series. For the avoidance of doubt, payments to be made hereunder by the Paying Agent hereunder shall not be made via check issuances.

(b) (i) Unless otherwise stated in any Indenture Supplement, on each Date of Processing, the Issuer shall allocate or cause to be allocated to the Holder of the Transferor Interest an amount equal to the product of (A) the Transferor Percentage with respect to Principal Receivables on such Date of Processing and (B) the aggregate amount of Collections of Principal Receivables on such Date of Processing. Except as provided in subsection 5.02(b)(ii) or unless otherwise stated in any Indenture Supplement, the Issuer may cause to be withdrawn such amounts from the Collection Account and may cause to be paid such amount to the Holder of the Transferor Interest on or after the date such amount is deposited into the Collection Account.

(ii) Notwithstanding any provisions of this Article V to the contrary, any Collections in respect of Principal Receivables allocated to the Holder of the Transferor Interest pursuant to subsection 5.02(b)(i) shall be (A) paid to the Holder of the Transferor Interest if, and only to the extent that, following such payment, the Transferor Interest on such date would be greater than the Minimum Transferor Interest on such date, or (B) deposited into the Excess Funding Account and treated and applied as Unallocated Principal Collections (as such term is defined in any related Indenture Supplement) and applied as provided in any applicable Indenture Supplement. On any Business Day following a Business Day on which amounts were deposited into the Excess Funding Account pursuant to clause (B) above, any amounts remaining in the Excess Funding Account following the application of such amounts as Unallocated Principal Collections (as such term is defined in any related Indenture Supplement) pursuant to the terms of any applicable Indenture Supplement on such Business Day, if any, shall be paid to the Holder of the Transferor Interest when, and only to the extent that, the Transferor Interest on such date would be greater than the Minimum Transferor Interest on such date (after giving effect to the inclusion of all Receivables created on or prior to such Business Day and the

-56-

application of all payments of principal amounts to the Holder of the Transferor Interest including this payment pursuant to this subsection 5.02(c)).

(c) Unless otherwise stated in any Indenture Supplement, on each Date of Processing, the Issuer shall cause to be allocated to the Holder of the Transferor Interest an amount equal to the product of (A) the Transferor Percentage with respect to Finance Charge Receivables and (B) the aggregate amount of Collections of Finance Charge Receivables (excluding Interchange and Investment Earnings) on such Date of Processing. Of the amounts allocable to the Holder of the Transferor Interest pursuant to this subsection 5.02(c), an amount equal to the amount identified in subsection 5.03(a) shall be retained in the Collection Account for further allocation pursuant to subsection 5.03(b) and each applicable Indenture Supplement. The Issuer may cause to be withdrawn any amounts of Collections of Finance Charge Receivables allocated to the Holder of the Transferor Interest pursuant to this subsection 5.02(c) that are in excess of the amounts identified in subsection 5.03(a) from the Collection Account and may cause to be paid such excess amounts directly to the Holder of the Transferor Interest on or after the date such amount is deposited into the Collection Account.

Notwithstanding anything herein or in any Indenture Supplement to the contrary, each of the parties hereto and any other Person bound by the terms of this Indenture hereby acknowledges that the Holder of the Transferor Interest is Funding on the date hereof and that all payments to be made to the Holder of the Transferor Interest shall be made by wire transfer to the account of the Holder of the Transferor Interest in accordance with the wire instructions provided by such Holder to the Paying Agent; provided, however, that, upon receipt by the Paying Agent of written notice (on which notice the Paying Agent may conclusively rely without further investigation) from the Registrar (as defined in the Trust Agreement) of a transfer or exchange of all or any portion of the Transferor Interest (or any interest therein) pursuant to the Trust Agreement, to the extent the Paying Agent is provided with all necessary tax information and wire instructions by the new Holder not later than the close of business on the third Business Day preceding the applicable date of payment following such transfer or exchange, the Paying Agent shall make such payment and all future payments to such new Person or Persons unless, if at all, notified by the Registrar (as defined in the Trust Agreement) of any subsequent transfers or exchanges of the Transferor Interest (or any interest therein); provided, further, that it is hereby acknowledged and agreed that the Paying Agent has no responsibility at any time for identifying or verifying the Holder of the Transferor Interest but shall rely in all instances on the Holder of the Transferor Interest being Funding as provided herein or any other Person or Persons of which it is given written notice in accordance with the preceding proviso.

Section 5.03. Collections of Finance Charge Receivables Allocable to the Segregated Transferor Interest. The Issuer shall from time to time notify the Transferor, the Servicer and the Paying Agent, as applicable, of the existence of a prefunding target amount and of the amount of the Transferor Interest that is to be the Segregated Transferor Interest in an amount equal to the prefunded amounts on deposit in the Principal Funding sub-Accounts for any series of Notes. Prior to the close of business on any Date of Processing of any Collections during the Monthly Period in which such notice was given, from and after the date of such notice through the end of such Monthly Period, the Issuer will:

-57-

(a) allocate to the Segregated Transferor Interest the aggregate amount of all Collections of Finance Charge Receivables allocable to the Segregated Transferor Interest with respect to such Date of Processing, and

(b) on the Transfer Date relating to such Monthly Period, the Issuer will cause to be withdrawn from the Collection Account the amount allocated to the Segregated Transferor Interest pursuant to subsection 5.03(a) above and (i) cause to be deposited into the applicable interest funding account (for further application as set forth in each applicable Indenture Supplement), an amount equal to the lesser of (x) the aggregate amount allocated to the Segregated Transferor Interest pursuant to subsection 5.03(a) above, and (y) the aggregate amount of all PFA Prefunding Earnings Shortfalls for all Tranches of Notes with respect to all Series for such Monthly Period and (ii) pay to the Holder of the Transferor Interest an amount equal to any amounts remaining after such deposits.

Section 5.04. Deposit of Reassignment Amount Pursuant to Subsection 2.04(e) of the Transfer Agreement. To the extent the Transferor pays the Reassignment Amount if and when required pursuant to subsection 2.04(e) of the Transfer Agreement, such Reassignment Amount shall be promptly deposited into the Collection Account. Of such amount, an amount equal to the portion of the Reassignment Amount determined pursuant to clause (a) of such definition will be treated as Collections of Principal Receivables and the portion of the Reassignment Amount determined pursuant to clauses (b) and (c) of such definition will be treated as Collections of Finance Charge Receivables. Such amounts will be considered Collections relating to the Monthly Period immediately preceding the Reassignment Date and allocated to each Series, Class and Tranche of Notes as specified in each Indenture Supplement for distribution to the Noteholders on the Reassignment Date.

Section 5.05. Final Payment. Each Tranche of Notes will be considered to be paid in full, the Holders of such Tranche of Notes will have no further right or claim, and the Issuer will have no further obligation or liability with respect to such Tranche of Notes, on the earliest to occur of:

(a) the date of the payment in full of the Stated Principal Amount of and all accrued interest on that Tranche of Notes;

(b) the date on which the Outstanding Dollar Principal Amount of such Notes, after giving effect to all deposits, allocations, reallocations, sales of Receivables and payments to be made on such date, is reduced to zero, and all accrued interest on such Notes is paid in full; or

(c) on the Legal Maturity Date of such Notes, after giving effect to all deposits, allocations, reallocations, sales of Receivables and payments to be made on such date.

Section 5.06. Payments within a Series, Class or Tranche. All payments of principal, interest or other amounts to Holders of the Notes of a Series, Class or Tranche will be made in accordance with the related Indenture Supplement.

-58-

Section 5.07. Notice of Allocations and Disbursements. For the avoidance of doubt, in no event shall the Paying Agent be responsible for (x) determining or calculating with respect to a Series, Class or Tranche of Notes) amounts to be (i) allocated (including amounts to be reallocated) pursuant to any Transaction Document or (ii) paid or disbursed to Noteholders, the Holder of the Transferor Interest, any Derivative Counterparty or any other Person pursuant to any Transaction Document or (y) determining whether the conditions precedent to such allocation, payment or disbursement have been satisfied.

The Servicer shall make or cause to be made all allocations, payments and disbursements, and the calculations and determinations required therefor, on behalf of the Issuer as is required to be made by the Issuer under the terms of this Indenture, the Indenture Supplement or the Terms Document. The Servicer shall instruct the Paying Agent in writing to credit funds to or to disburse funds from any Trust Account under any Transaction Document. The foregoing instruction shall be in the form satisfactory to the Paying Agent and (x) except with respect to payment instructions relating to disbursements to be made to the Holder of the Transferor Interest, shall be delivered no later than the close of business on the second Business Day preceding the date such funds are to be credited to or disbursed from a Trust Account and (y) with respect to payment instructions relating to disbursements to be made to the Holder of the Transferor Interest, shall be delivered no later than 3:00pm on the day the related disbursement to the Holder of the Transferor Interest is to be made. The Paying Agent shall only be obligated to make deposits, disbursements or payments from any Trust Account to the extent it receives such instruction from the Servicer and to the extent such amounts are available therefor.

ARTICLE VI

SATISFACTION AND DISCHARGE;

CANCELLATION OF NOTES HELD BY THE ISSUER

Section 6.01. Satisfaction and Discharge of Indenture. This Indenture will cease to be of further effect with respect to any Series, Class or Tranche of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series, Class or Tranche expressly provided for herein or in the form of Note for that Series, Class or Tranche), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that Series, Class or Tranche, when:

(a) all Notes of that Series, Class or Tranche theretofore authenticated and delivered (other than (A) Notes of that Series, Class or Tranche which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (B) Notes of that Series, Class or Tranche for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from that trust, as provided in Section 11.03) have been delivered to the Note Registrar canceled or for cancellation;

-59-

(b) the Issuer has paid or caused to be paid all other sums payable hereunder (including payments to the Indenture Trustee pursuant to Section 8.07 and the Paying Agent and the Note Registrar pursuant to Section 17.02) by the Issuer with respect to the Notes of that Series, Class or Tranche; and

(c) the Issuer has delivered to the Indenture Trustee, the Paying Agent and the Note Registrar an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series, Class or Tranche have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series, Class or Tranche of Notes, the obligations of the Issuer to the Indenture Trustee with respect to that Series, Class or Tranche under Section 8.07 and to the Paying Agent and the Note Registrar with respect to that Series, Class or Tranche under Section 17.02 and the obligations of the Paying Agent under Sections 6.02 and 11.03 will survive such satisfaction and discharge.

Section 6.02. Application of Trust Money. All money and obligations deposited with the Paying Agent pursuant to Section 4.01 or Section 4.03 and all money received by the Paying Agent in respect of such obligations will be held in trust and applied by it, in accordance with the provisions of the Series, Class or Tranche of Notes in respect of which it was deposited and this Indenture, to the payment to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Paying Agent; but that money and obligations need not be segregated from other funds held by the Paying Agent except to the extent required by law.

Section 6.03. Cancellation of Notes Held by the Issuer. If the Issuer or any of its Affiliates holds any Notes, the Issuer may by notice from such Holder to the Note Registrar cause that Note to be canceled, whereupon (a) the Note will no longer be Outstanding; provided, that, no Note shall be so cancelled prior to its Legal Maturity Date unless, following that cancellation, as determined by the Issuer, the available subordinated amount of such Class of Notes is at least equal to the Required Subordinated Amount of such Class of Notes with respect to each of the more senior Class or Classes of Notes.

-60-

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default. “Event of Default,” wherever used herein, means with respect to any Series, Class or Tranche of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either expressly stated to be inapplicable to a particular Series, Class or Tranche or specifically deleted or modified in the applicable Indenture Supplement creating such Series, Class or Tranche of Notes or in the form of Note for such Series, Class or Tranche:

(a) with respect to any Tranche of Notes, a default by the Issuer in the payment of any interest on such Notes when such interest becomes due and payable, and continuance of such default for a period of thirty-five (35) days following the date on which such interest became due and payable;

(b) with respect to any Tranche of Notes, a default by the Issuer in the payment of the principal amount of such Notes at the applicable Legal Maturity Date;

(c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture in respect of the Notes of such Series, Class or Tranche (other than a covenant or warranty in respect of the Notes of such Series, Class or Tranche a default in the performance of which or the breach of which is elsewhere in this Section 7.01 specifically dealt with), all of such covenants and warranties in this Indenture which are not expressly stated to be for the benefit of a particular Series, Class and Tranche of Notes being deemed to be in respect of the Notes of all Series, Classes or Tranches for this purpose, and continuance of such default or breach for a period of sixty (60) days after there has been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder and, as a result of such default, the interests of the Holders of the Notes of such Series, Class or Tranche are materially and adversely affected and continue to be materially and adversely affected during the sixty (60) day period;

(d) an Insolvency Event with respect to the Issuer shall occur; or

(e) with respect to any Series, Class or Tranche, any additional Event of Default specified in the Indenture Supplement for such Series, Class or Tranche as applying to such Series, Class or Tranche, or specified in the form of Note for such Series, Class or Tranche.

-61-

Section 7.02. Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default described in clause (a), (b), (c) or (e) (if the Event of Default under clause (c) or (e) is with respect to less than all Series, Classes and Tranches of Notes then Outstanding) of Section 7.01 occurs and is continuing with respect to any Series, Class or Tranche, then and in each and every such case, unless the principal of all the Notes of such Series, Class or Tranche shall have already become due and payable, either the Indenture Trustee or Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of the Notes of such Series, Class or Tranche then Outstanding hereunder (each such Series, Class or Tranche acting as a separate Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by such Holders), may declare the Outstanding principal amount of all the Notes of such Series, Class or Tranche then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture, the related Indenture Supplement or in the Notes of such Series, Class or Tranche to the contrary notwithstanding. Such payments are subject to Article V, Section 7.06 and the allocation, deposits and payment sections of the related Indenture Supplement.

(b) If an Event of Default described in clause (c) or (e) (if the Event of Default under clause (c) or (e) is with respect to all Series, Classes and Tranches of Notes then Outstanding) of Section 7.01 occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Indenture Trustee or Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of all the Notes then Outstanding hereunder (treated as one Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by such Holders), may declare the Outstanding principal amount of all the Notes then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, notwithstanding anything in this Indenture, the related Indenture Supplements or the Notes to the contrary.

(c) If an Event of Default described in clause (d) of Section 7.01 occurs and is continuing, then the Notes of all Series, Classes and Tranches will automatically be and become immediately due and payable by the Issuer, without notice or demand to any Person, and the Issuer will automatically and immediately be obligated to pay off the Notes.

At any time after such a declaration of acceleration has been made with respect to the Notes of any Series, Class or Tranche and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article VII provided, the Majority Holders of such Series, Classes or Tranche, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee (or the Paying Agent on its behalf) a sum sufficient to pay (i) all overdue installments of interest on the Notes of such Series, Class or Tranche, (ii) the principal of any Notes of such Series, Class or Tranche which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of

-62-

the Notes of such Series, Class or Tranche, to the extent that payment of such interest is lawful, (iii) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Notes of such Series, Class or Tranche to the extent that payment of such interest is lawful, and (iv) all sums paid by the Indenture Trustee, the Paying Agent and the Note Registrar hereunder and the reasonable compensation, expenses, indemnities and disbursements of (x) the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07 and (y) the Paying Agent and the Note Registrar under Section 17.02;and

(ii) all Events of Default with respect to such Series, Class or Tranche of Notes, other than the nonpayment of the principal of the Notes of such Series, Class or Tranche which has become due solely by such acceleration, have been cured or waived as provided in Section 7.16.

No such rescission will affect any subsequent default or impair any right consequent thereon.

Section 7.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if:

(a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or

(b) the Issuer defaults in the payment of the principal of any Series, Class or Tranche of Notes at the Legal Maturity Date thereof;

and any such default continues beyond any specified grace period provided with respect to such Series, Class or Tranche of Notes, the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee (or the Paying Agent on its behalf), for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, indemnities, disbursements and advances of (x) the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07 and (y) the Paying Agent and the Note Registrar, its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02.

-63-

If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Section 7.04. Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise,

(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of (x) the Indenture Trustee (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07) and (y) the Paying Agent and the Note Registrar (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of each of the Paying Agent and the Note Registrar, each of its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02) and of the Noteholders allowed in such judicial proceeding, and

(ii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to (x) the Indenture Trustee any amount due to it for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 8.07 and (y) each of the Paying Agent and the Note Registrar any amount due to it for the reasonable compensation, expenses, indemnities, disbursements and advances of the Paying Agent and the Note Registrar, each of its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02.

Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any

-64-

Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Section 7.05. Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any Series, Class or Tranche may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes of such Series, Class or Tranche or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agent and counsel, be for the ratable benefit of the Holders of the Notes of the Series, Class or Tranche in respect of which such judgment has been recovered.

Section 7.06. Application of Money Collected. Any money or other property collected by the Indenture Trustee with respect to a Series, Class or Tranche of Notes pursuant to this Article VII will be applied by the Paying Agent in the following order, at the date or dates and amounts fixed by the Indenture Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such Series, Class or Tranche and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

(a) first, pro rata, to the payment of all amounts due the Indenture Trustee under subsection 8.07(a) and to the Paying Agent and the Note Registrar under Section 17.02 and in each case, pursuant to any other Transaction Documents;

(b) second, to the payment of the amounts then due and unpaid upon the Notes of that Series, Class or Tranche for principal and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (but subject to the allocation provided in Article V of this Indenture and the related Indenture Supplements), according to the amounts due and payable on such Notes for principal and interest, respectively; and

(c) third, to the Issuer.

Section 7.07. Indenture Trustee May Elect to Hold the Collateral. Following an acceleration of any Series, Class or Tranche of Notes, the Indenture Trustee may elect to continue to hold the Collateral and apply distributions on the Collateral in accordance with the regular distribution provisions pursuant to Article V of this Indenture, except that principal will be paid on the accelerated Tranche of Notes to the extent funds are received from the Collateral and allocated to the accelerated Tranche, and payment is permitted by the subordination provisions of the accelerated Tranche.

Section 7.08. Sale of Receivables for Accelerated Notes. In the case of a Series, Class or Tranche of Notes that has been accelerated following an Event of Default, the Indenture Trustee may, and at the direction of Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of that Series, Class or Tranche of Notes will, sell Principal Receivables and

-65-

the related Finance Charge Receivables (or interests therein) as provided in the related Indenture Supplement.

Section 7.09. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee. Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of any accelerated Series, Class or Tranche of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee under this Article VII, or, except as provided in Section 14.06, exercising any trust or power conferred on the Indenture Trustee; provided, however, subject to Section 8.01, the Indenture Trustee shall have the right to decline any such direction if (a) the Indenture Trustee, after being advised by counsel, determines that the action so directed is in conflict with any rule or law or with this Indenture, (b) the Indenture Trustee, in good faith, shall determine, by a Responsible Officer of the Indenture Trustee, determine that the direction would be illegal or would involve the Indenture Trustee in personal liability or would be unjustly prejudicial; or (c) the Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed.

Section 7.10. Limitation on Suits. Except with respect to any arbitration or mediation provided for under the dispute resolution provisions in Section 2.10 of the Transfer Agreement and Section 6.03 of the Receivables Purchase Agreement, to the fullest extent permitted by applicable law, no Holder of any Note of any Series, Class or Tranche will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to Notes of such Series, Class or Tranche;

(b) the Holders of not less than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Majority Holders of such Series, Class or Tranche;

it being understood and intended that no one or more Holders of Notes of such Series, Class or Tranche will have any right in any manner whatever by virtue of, or by availing of, any

-66-

provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such Series, Class or Tranche, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such Series, Class or Tranche.

Section 7.11. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any Note will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on the Legal Maturity Date expressed in the related Indenture Supplement and to institute suit for the enforcement of any such payment, and such right will not be impaired without the consent of such Holder; provided, however, that notwithstanding any other provision of this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be without recourse to the Beneficiary, the Transferor, the Servicer, WFBNA, the Indenture Trustee, the Paying Agent, the Note Registrar, the Owner Trustee (including with respect to the Indenture Trustee, the Paying Agent, the Note Registrar and the Owner Trustee, each in their individual capacities) or any affiliate, officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be subject to Article V and the allocation and payment provisions of the Indenture Supplements.

Section 7.12. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders will, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no such proceeding had been instituted.

Section 7.13. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.14. Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VII or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

-67-

Section 7.15. Control by Noteholders. Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of any Series, Class or Tranche will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee in this Article VII or, except as provided in Section 14.06, exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such Series, Class or Tranche, and the Majority Holders of all Series will have the right to direct the Indenture Trustee with respect to any actions the Indenture Trustee is to take pursuant to Section 2.10 of the Transfer Agreement and Section 6.03 of the Receivables Purchase Agreement, provided, that:

(a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith will, by a Responsible Officer of the Indenture Trustee, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Noteholders not taking part in such direction, and

(b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Section 7.16. Waiver of Past Defaults. The Majority Holders of any Series, Class or Tranche may on behalf of the Holders of all the Notes of such Series, Class or Tranche waive any past default hereunder or under the related Indenture Supplement with respect to such Series, Class or Tranche and its consequences, except a default not theretofore cured:

(a) in the payment of the principal of or interest on any Note of such Series, Class or Tranche, or

(b) in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the Holder of each Outstanding Note of such Series, Class or Tranche.

Upon any such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any right consequent thereon.

Section 7.17. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, for any action taken or omitted by it as Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 7.17 will not apply to any suit instituted by the Indenture Trustee, the

-68-

Paying Agent or the Note Registrar, as applicable, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of any Series, Class or Tranche to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in such Note.

Section 7.18. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, Paying Agent or Note Registrar, but will suffer and permit the execution of every such power as though no such law had been enacted.

-69-

ARTICLE VIII

THE INDENTURE TRUSTEE

Section 8.01. Certain Duties and Responsibilities.

(a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes of any Series, Class or Tranche, and no implied covenants or obligations will be read into this Indenture against the Indenture Trustee.

(b) In the absence of bad faith on its part, the Indenture Trustee may, with respect to Notes of any Series, Class or Tranche, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee will be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein.

(c) In case an Event of Default with respect to any Series, Class or Tranche of Notes has occurred and is continuing, and the Indenture Trustee has actual knowledge or a Responsible Officer of the Indenture Trustee shall have received written knowledge of such Event of Default, the Indenture Trustee will exercise with respect to the Notes of such Series, Class or Tranche such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(d) No provision of this Indenture will be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this clause (d) will not be construed to limit the effect of subsection (a) of this Section 8.01;

(ii) the Indenture Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee, unless it will be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(iii) the Indenture Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Majority Holders of any Series, Class or Tranche relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or

-70-

exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes of such Series, Class or Tranche; and

(iv) no provision of this Indenture will require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it;

(v) the Indenture Trustee shall have no responsibility or liability for investment losses on Permitted Investments. The Indenture Trustee shall have no obligation, to invest or reinvest, or direct the investment or reinvestment by the Paying Agent of, any funds credited to the Trust Accounts in the absence of timely and specific written investment direction from the Issuer. In no event shall the Indenture Trustee be liable for the selection of investments or for losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of liquidation of any investment prior to its stated maturity or the failure of the Issuer to provide timely written investment direction.

(vi) for all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice or knowledge of any Event of Default until a Responsible Officer of the Indenture Trustee has actual knowledge thereof or a Responsible Officer of the Indenture Trustee has received written notice thereof at its Corporate Trust Office which states that it is a notice of Event of Default. For purposes of determining the Indenture Trustee’s responsibility or liability hereunder, any reference to an Event of Default shall be construed only to refer to such event of which Indenture is deemed to have notice as described in this subsection 8.01(d)(vi); and

(vii) except as may be required by subsection 11.01(a), the Indenture Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its representations and warranties or for any other purpose.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee will be subject to the provisions of this Section 8.01.

Section 8.02. Notice of Defaults. Within thirty (30) days after a Responsible Officer of the Indenture Trustee has actual knowledge of the occurrence of any Event of Default hereunder with respect to Notes of any Series, Class or Tranche,

(a) the Indenture Trustee will transmit (x) by mail to all Registered Noteholders of such Series, Class or Tranche, as their names and addresses appear in the Note

-71-

Register, and (y) in accordance with Section 1.05, to the Paying Agent and the Note Registrar, notice of such Event of Default hereunder known to the Indenture Trustee and

(b) the Indenture Trustee will give prompt written notification thereof to the Note Rating Agencies, unless such Event of Default will have been cured or waived;

provided, however, that, except in the case of an Event of Default in the payment of the principal of or interest on any Note of such Series, Class or Tranche, the Indenture Trustee will be protected in withholding such notice if and so long as a Responsible Officer of the Indenture Trustee in good faith determines that the withholding of such notice is in the interests of the Noteholders of such Series, Class or Tranche.

Section 8.03. Certain Rights of Indenture Trustee. Except as otherwise provided in Section 8.01:

(a) the Indenture Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein will be sufficiently evidenced by an Officer’s Certificate;

(c) whenever in the administration of this Indenture the Indenture Trustee will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d) the Indenture Trustee may consult with counsel, accountants and experts of its own selection and the advice of such counsel, accountants or experts or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Indenture Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, or institute or conduct any proceeding (including, but without limitation, any arbitration or mediation provided for under the dispute resolution provisions in Section 2.10 of the Transfer Agreement and Section 6.03 of the Receivables Purchase Agreement), at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders (in all cases other than those specified in Section 14.06) or the Servicer (in cases specified in Section 14.06) shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

-72-

(f) the Indenture Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

(g) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Indenture Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Indenture Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actions;

(i) the Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture;

(j) any permissive right of the Indenture Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty;

(k) the Indenture Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics or pandemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action;

(l) the Indenture Trustee shall not be liable for any actions taken, suffered or omitted by it in good faith and believed by it to be authorized or within the rights conferred upon the Indenture Trustee by this Indenture; and

(m) the Indenture Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes, but will cooperate with the Issuer in connection with the filing of such financing statements or continuation statements.

(n) the Indenture Trustee shall not be required to take any action hereunder if it shall have reasonably determined, or shall have been advised by its counsel, that, subject to subsection 8.03(e), such action is likely to result in liability on the part of the Indenture Trustee or is contrary to the terms hereof or any other Transaction Document to which it is a party or is not in accordance with applicable laws.

-73-

Section 8.04. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates of authentication, will be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee will not be accountable for the use or application by the Issuer of Notes or the proceeds thereof.

Section 8.05. May Hold Notes. The Indenture Trustee, the Paying Agent, the Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 8.08 and 8.13, may otherwise deal with the Issuer with the same rights it would have if it were not Indenture Trustee, Paying Agent, Note Registrar or such other agent.

Section 8.06. Money Held in Trust. Money held by the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by law. The Paying Agent will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.

Section 8.07. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity.

(a) The Issuer agrees

(i) to pay to the Indenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and

(iii) to indemnify the Indenture Trustee for, defend and to hold it harmless against, any and all loss, liability expense (including experts’, accountants’ and attorneys’ fees), damage or claim incurred by it in connection with the administration of this trust and the performance of its duties hereunder and under any Transaction Document (including the costs of enforcement of the provisions of this clause) without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability (whether asserted by the Issuer, the Servicer, any Holder or any other Person), and including any claim arising from the failure by the Issuer or the Servicer to pay when due any sales, exercise, transfer or personal taxes relating to the Receivables and including any costs or expenses incurred in

-74-

respect of enforcement of its right to indemnity under this Section 8.07. If the defendants in any action include both the Indenture Trustee and the Issuer, and the Indenture Trustee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Issuer, the Indenture Trustee 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 the Indenture Trustee at the expense of the Issuer, subject to the approval of the Issuer (such approval not to be unreasonably withheld).

With respect to the payment of these fees, reimbursement amounts and indemnities, the Indenture Trustee will have no recourse to any asset of the Issuer other than funds available pursuant to Section 7.06 or to any Person other than the Issuer. Except as specified in Section 7.06, any such payments to the Indenture Trustee shall be subordinate to payments to be made to the Noteholders.

(b) This Section 8.07 will survive the termination of this Indenture and the resignation or replacement of the Indenture Trustee under Section 8.10.

Section 8.08. Disqualification; Conflicting Interests. If the Indenture Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Indenture Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the Indenture Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

Section 8.09. Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to each Series, Class or Tranche of Notes, which will be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital surplus, and undivided profits of at least $50,000,000, subject to supervision or examination by Federal or State authority, and at the time of appointment, shall have a long term senior, unsecured debt rating of “Baa3” or better by Moody’s, if rated by Moody’s, “BBB-” or better by SP Global Ratings, if rated by SP Global Ratings, “BBB” or better by Fitch, if rated by Fitch and “BBB-” or better by KBRA, if rated by KBRA (or, if not rated by Moody’s, SP Global Ratings, Fitch or KBRA, a comparable rating by another statistical rating agency). If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.09, the combined capital surplus, and undivided profits of such corporation will be deemed to be its combined capital surplus, and undivided profits as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee with respect to any Series, Class or Tranche of Notes will cease to be eligible in accordance with the provisions of this Section 8.09, it will resign immediately in the manner and with the effect hereinafter specified in this Article VIII. The Indenture Trustee shall not (a) offer or provide credit or credit enhancement to the Issuer and (b)

-75-

be affiliated, as such term is defined in Rule 405 under the Securities Act, with the Issuer at any time.

Section 8.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VIII will become effective until the acceptance of appointment by the successor Indenture Trustee under Section 8.11.

(b) The Indenture Trustee may resign with respect to any Series, Class or Tranche of Notes at any time by giving written notice thereof to the Issuer (with a copy delivered to the Paying Agent and the Note Registrar). If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee, at the Issuer’s expense, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c) The Indenture Trustee may be removed with (30) days’ written notice with respect to any Series, Class or Tranche of Notes at any time by Act of the Holders of not less than 66 2/3% in Outstanding Dollar Principal Amount of all the Notes then Outstanding hereunder (treated as one Class), Class or Tranche, delivered to the Indenture Trustee and to the Issuer (with a copy delivered to the Paying Agent and the Note Registrar).

(d) If at any time:

(i) the Indenture Trustee fails to comply with Section 310(b) of the Trust Indenture Act with respect to any Series, Class or Tranche of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that Series, Class or Tranche for at least six (6) months, or

(ii) the Indenture Trustee ceases to be eligible under Section 8.09 with respect to any Series, Class or Tranche of Notes and fails to resign after written request therefor by the Issuer or by any such Noteholder, or

(iii) the Indenture Trustee becomes incapable of acting with respect to any Series, Class or Tranche of Notes, or

(iv) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuer may remove the Indenture Trustee, with respect to the Series, Class or Tranche, or in the case of clause (iv), with respect to all Series, Classes or Tranches, or (B) subject to Section 7.17, any Noteholder who has been a bona fide Holder of a Note of such Series, Class and Tranche for at least six (6) months may, on behalf of itself and all

-76-

others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee with respect to such Series, Class or Tranche and the appointment of a successor Indenture Trustee with respect to the Series, Class or Tranche, or, in the case of clause (iv), with respect to all Series, Classes and Tranches.

(e) If the Indenture Trustee resigns, is removed or becomes incapable of acting with respect to any Series, Class or Tranche of Notes, or if a vacancy shall occur in the office of the Indenture Trustee with respect to any Series, Class or Tranche of Notes for any cause, the Issuer will promptly appoint a successor Indenture Trustee for that Series, Class or Tranche of Notes. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee with respect to such Series, Class or Tranche of Notes is appointed by Act of the Majority Holders of such Series, Class or Tranche delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed will, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee with respect to such Series, Class or Tranche and supersede the successor Indenture Trustee appointed by the Issuer with respect to such Series, Class or Tranche. If no successor Indenture Trustee with respect to such Series, Class or Tranche shall have been so appointed by the Issuer or the Noteholders of such Series, Class or Tranche and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note of that Series, Class or Tranche for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee with respect to such Series, Class or Tranche.

(f) The Issuer will give written notice of each resignation and each removal of the Indenture Trustee with respect to any Series, Class or Tranche and each appointment of a successor Indenture Trustee with respect to any Series, Class or Tranche to each Noteholder as provided in Section 1.06 and to each Note Rating Agency. Each notice will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Section 8.11. Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the predecessor Indenture Trustee an instrument accepting such appointment, with a copy to the Note Rating Agencies, and thereupon the resignation or removal of the predecessor Indenture Trustee will become effective with respect to any Series, Class or Tranche as to which it is resigning or being removed as Indenture Trustee, and such successor Indenture Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to any such Series, Class or Tranche; but, on request of the Issuer or the successor Indenture Trustee, such predecessor Indenture Trustee will, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the predecessor Indenture Trustee, and will duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such predecessor Indenture Trustee hereunder with respect to all or any such Series, Class or Tranche, subject nevertheless to its lien, if any, provided for in Section 8.07. Upon request of any such successor Indenture Trustee, the Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

-77-

In case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes of one or more (but not all) Series, Classes or Tranches, the Issuer, the predecessor Indenture Trustee and each successor Indenture Trustee with respect to the Notes of any applicable Series, Class or Tranche will execute and deliver an Indenture Supplement which will contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to the Notes of any Series, Class or Tranche as to which the predecessor Indenture Trustee is not being succeeded will continue to be vested in the predecessor Indenture Trustee, and will add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such Indenture Supplement will constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee.

No successor Indenture Trustee with respect to any Series, Class or Tranche of Notes will accept its appointment unless at the time of such acceptance such successor Indenture Trustee will be qualified and eligible with respect to that Series, Class or Tranche under this Article VIII.

Section 8.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, will be the successor of the Indenture Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VIII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Issuer will give prompt written notice of such merger, conversion, consolidation or succession to the Note Rating Agencies. In case any Notes shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Notes.

Section 8.13. Preferential Collection of Claims Against Issuer. If and when the Indenture Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Notes), the Indenture Trustee will be subject to the provisions of Section 311 of the Trust Indenture Act. An Indenture Trustee who has resigned or been removed will be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.

Section 8.14. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding, and to the extent that Wells Fargo Bank, National Association is not then serving in the capacity as Note Registrar, the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Authenticating Agents (which may include the Indenture Trustee) with respect to one or more Series, Classes or Tranches of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series,

-78-

Classes or Tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Upon the appointment of an Authenticating Agent pursuant to this Section 8.14, wherever reference is made in this Indenture to the authentication and delivery of Notes by the Note Registrar or the Note Registrar’s certificate of authentication, such reference will be deemed to include authentication and delivery on behalf of the Note Registrar by an Authenticating Agent and a certificate of authentication executed on behalf of the Note Registrar by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital surplus, and undivided profits of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 8.14, the combined capital surplus, and undivided profits of such Authenticating Agent will be deemed to be its combined capital surplus, and undivided profits as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section 8.14, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section 8.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided such corporation will be otherwise eligible under this Section 8.14, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions of this Section 8.14, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to each Noteholder as provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section 8.14.

The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time) reasonable

-79-

compensation for its services under this Section 8.14, and the Indenture Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 8.07.

If an appointment with respect to one or more Series, Classes or Tranches is made pursuant to this Section 8.14, the Notes of such Series, Classes or Tranche may have endorsed thereon, in addition to the Indenture Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes of the Series, Classes or Tranches

designated therein referred to in the within-mentioned

Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
	As Authenticating Agent
By:
	Authorized Signatory

Section 8.15. Tax Returns.

(a) In the event the Issuer shall be required to file tax returns, the Beneficiary and the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Note Registrar at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Note Registrar, upon written request, will furnish the Beneficiary and the Servicer with all such information known to the Note Registrar as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer, and shall, upon request, execute such returns. In no event shall the Note Registrar or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

(b) In the event that the Issuer is classified as a partnership for federal income tax purposes, the Transferor (or a U.S. Affiliate of the Transferor if the Transferor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Internal Revenue Code to the extent allowed by law. The Issuer shall, to the extent eligible, make the election under Section 6221(b) of the Internal Revenue Code with respect to determinations of

-80-

adjustments at the partnership level and take any other action such as filings, disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, the Issuer shall, to the extent eligible, make the election under Section 6226(a) of the Internal Revenue Code with respect to the alternative to payment of imputed underpayments by a partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, each of the Issuer, the Transferor and the Servicer are authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Internal Revenue Code and to take any action it deems necessary or appropriate to comply with the requirements of the Internal Revenue Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Internal Revenue Code.

Section 8.16. Representations and Covenants of the Indenture Trustee. The Indenture Trustee represents, warrants and covenants that:

(i) The Indenture Trustee is a national banking association duly organized and validly existing under the laws of the United States of America;

(ii) The Indenture Trustee has full power and authority to execute, deliver and perform this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and other documents to which it is a party; and

(iii) Each of this Indenture and other documents to which it is a party has been duly executed and delivered by the Indenture Trustee and constitutes its legal, valid and binding obligation in accordance with its terms.

Section 8.17. Custody of the Collateral. The Paying Agent on behalf of the Indenture Trustee shall hold such of the Collateral as constitutes a Permitted Investment in accordance with subsection 4.03(c). As specified in written instructions provided by the Issuer to the Indenture Trustee, or in other agreements executed by the Issuer and the Indenture Trustee, the Indenture Trustee must maintain exclusive control or possession of, or take any other action required of the Indenture Trustee under Section 13.01 that is necessary or appropriate to maintain its first priority perfected security interest in, all other Collateral. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent or nominee except as expressly permitted by this Section 8.17 and subsection 4.03(c). Each term used in this Section 8.17 and defined in the New York UCC shall have the meaning set forth in the New York UCC.

Section 8.18. Indenture Trustee’s Application for Instructions from the Issuer. Any application by the Indenture Trustee for written instructions from the Issuer may, at the option of the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the Indenture Trustee under and in accordance with this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective, provided, that such application shall make specific reference to this Section 8.18. The Indenture Trustee shall not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a

-81-

proposal included in such application on or after the date specified in such application (which date shall not be less than five (5) Business Days after the date any officer of the Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Indenture Trustee shall have received written instructions in response to such application specifying the action be taken or omitted.

Section 8.19. Account Information Confidential. The Indenture Trustee hereby agrees not to disclose to any Person any of the cardholder account numbers or other information contained in the Account Schedules delivered to the Indenture Trustee (“Account Information”) except as is required in connection with its duties in enforcing the rights of the Noteholders, as mandated pursuant to any Requirements of Law applicable to the Indenture Trustee, or as requested by any Person in connection with financing statements filed pursuant to any Transaction Document. The Issuer agrees to take such measures as shall be reasonably requested by the Issuer to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Issuer to inspect the Indenture Trustee’s security, data protection and confidentiality arrangements from time to time during normal business hours. In the event that the Indenture Trustee is required by law to disclose any Account Information, the Indenture Trustee shall provide the Issuer with prompt written notice, unless such notice is prohibited by law, of any such request or requirement so that the Issuer may notify the Transferor and WFBNA and may request a protective order or other appropriate remedy. The Indenture Trustee shall make best efforts to provide the Issuer and the Transferor with written notice no later than five (5) days prior to any disclosure pursuant to this Section 8.19.

-82-

ARTICLE IX

LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND BENEFICIARY

Section 9.01. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee, the Paying Agent and the Note Registrar at such times as the Indenture Trustee, the Paying Agent and the Note Registrar, as applicable, may request in writing, within thirty (30) days after the receipt by the Issuer of any such request, a list of the names and addresses of the Registered Noteholders of such Series, Classes or Tranches as of such date; provided, however, that in the event the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

Section 9.02. Preservation of Information; Communications to Noteholders.

(a) The Note Registrar will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Note Registrar as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Note Registrar in its capacity as Note Registrar. The Note Registrar may destroy any list furnished to it pursuant to Section 9.01 upon receipt of a new list so furnished.

(b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as “applicants”) apply in writing to the Note Registrar and/or the Indenture Trustee, and furnish to the Note Registrar and/or the Indenture Trustee, as the case may be, reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Note Registrar and/or the Indenture Trustee, as the case may be, will, within five (5) Business Days after the receipt of such application, at its election, either

(i) afford such applicants access to the information preserved at the time by the Note Registrar in accordance with subsection 9.02(a), or

(ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Note Registrar in accordance with subsection 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application.

-83-

If the Note Registrar and/or the Indenture Trustee, as the case may be, shall elect not to afford such applicants access to such information, the Note Registrar and/or the Indenture Trustee, as the case may be, shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Note Registrar and/or the Indenture Trustee, as the case may be, in accordance with subsection 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Note Registrar and/or the Indenture Trustee, as the case may be, of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Note Registrar and/or the Indenture Trustee, as the case may be, shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Note Registrar or the Indenture Trustee, as the case may be, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Note Registrar and/or the Indenture Trustee, as the case may be, will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Note Registrar and/or the Indenture Trustee, as the case may be, will be relieved of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer, the Note Registrar and the Indenture Trustee that none of the Issuer, the Note Registrar or the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with subsection 9.02(b), regardless of the source from which such information was derived, and that the Note Registrar and the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under subsection 9.02(b).

Section 9.03. Reports by Indenture Trustee.

(a) The term “reporting date” as used in this Section 9.03 means [________ __, ____]. To the extent required by the Trust Indenture Act, sixty (60) days after the reporting date in each year, beginning in 20[__], the Indenture Trustee will transmit to Noteholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such reporting date.

(b) To the extent required by the Trust Indenture Act, the Indenture Trustee will mail each year to all Registered Noteholders, with a copy to the Note Rating Agencies a report concerning:

-84-

(i) its eligibility and qualifications to continue as trustee under this Indenture;

(ii) any amounts advanced by the Indenture Trustee under this Indenture;

(iii) the amount, interest rate and maturity date or indebtedness owing by the Issuer to the Indenture Trustee in the Indenture Trustee’s individual capacity;

(iv) the property and funds physically held by the Indenture Trustee as Indenture Trustee;

(v) any release or release and substitution of Collateral subject to the lien of this Indenture which has not previously been reported; and

(vi) any action taken by the Indenture Trustee that materially affects the Notes and that has not previously been reported.

(c) The Indenture Trustee will comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

(d) A copy of each such report will, at the time of such transmission to Noteholders, be filed by the Indenture Trustee with each stock exchange upon which the Notes are listed, and also with the Commission. The Issuer will notify the Indenture Trustee when the Notes are admitted to trading on any stock exchange.

Section 9.04. Reports by Issuer to the Commission. The Issuer will:

(a) provide to the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will provide to the Indenture Trustee and file with the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) provide to the Indenture Trustee and file with the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

-85-

(c) transmit by mail to all Registered Noteholders, as their names and addresses appear in the Note Register within thirty (30) days after the provision thereof to the Indenture Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (a) and (b) of this Section 9.04 as may be required by rules and regulations prescribed from time to time by the Commission.

Section 9.05. Reports by Paying Agent. The Paying Agent will report to the Issuer with respect to the amount on deposit in the Trust Accounts, and the identity of the investments included therein, as the Issuer may from time to time reasonably request which, absent the occurrence of an Event of Default hereunder, will not occur more often than monthly.

Section 9.06. Monthly Noteholders’ Statement. On each Determination Date, the Issuer will cause the Servicer to, in cooperation with and based on information provided to it by the Issuer and the Beneficiary, complete and deliver to the Note Registrar, the Paying Agent and the Indenture Trustee (with a copy to each Note Rating Agency) a Monthly Noteholders’ Statement.

-86-

ARTICLE X

INDENTURE SUPPLEMENTS AND AMENDMENTS TO THE TRUST AGREEMENT

Section 10.01. Supplemental Indentures Without Consent of Noteholders. Without the consent of the Holders of any Notes but with prior notice to each Note Rating Agency, the Issuer, the Paying Agent, the Note Registrar and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee, Paying Agent and the Note Registrar of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future may amend this Indenture or any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(a) to evidence the succession of another Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or

(b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Holders of the Notes of any or all Series, Classes or Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series, Classes or Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series, Classes or Tranches); or

(c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(d) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or

(e) to establish any form of Note, as provided in Article II, and to provide for the issuance of any Series, Class or Tranche of Notes as provided in Article III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any Series, Class or Tranche; or

(f) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or

-87-

(g) to add any additional Early Redemption Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches); or

(h) if one or more additional Transferors under the Transfer Agreement are added to, or replaced under, the Transfer Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or

(i) to provide for the inclusion of additional collateral (in addition to the Collateral) and the issuance of Notes backed by any such additional collateral (in addition to the Collateral);

(j) to provide for additional or alternative credit enhancement for any Tranche of Notes; or

(k) to qualify for sale treatment under generally accepted accounting principles.

Additionally, notwithstanding any provision of this Article X to the contrary, this Indenture or any Indenture Supplement may be amended without the consent of the Indenture Trustee, Paying Agent or Note Registrar, or any of the Noteholders, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes under this Indenture or any Indenture Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee, the Paying Agent, the Note Registrar and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Rating Agency Condition is satisfied with respect to such amendment; provided, however, none of the Indenture Trustee, Paying Agent or the Note Registrar, as applicable, shall be required to execute any amendment that adversely impacts the rights, duties, privileges, indemnities, protections, immunities and benefits of the Indenture Trustee, Paying Agent or the Note Registrar under this Indenture or any Indenture Supplement or otherwise, as applicable. Following the execution of any amendment to the Indenture pursuant to this Section 10.01, the Issuer shall promptly provide a copy of such amendment to the Indenture Trustee, the Paying Agent, the Note Registrar and the Owner Trustee.

Section 10.02. Supplemental Indentures with Consent of Noteholders. With prior notice to each applicable Note Rating Agency and the consent of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Class or Tranche affected by such amendment of this Indenture or any Indenture Supplement by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, the Paying Agent, the Note Registrar and the Indenture Trustee, upon delivery of an Issuer Tax Opinion, may enter into an amendment of this Indenture or such

-88-

Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture Supplement; provided, however, that no such amendment or Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Principal Payment Date or Legal Maturity Date of any Note;

(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;

(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its maturity;

(d) impair the right to institute suit for the enforcement of any payment on any Note;

(e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of any Series, Class or Tranche, the consent of whose Holders is required for any such Indenture Supplement, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture;

(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders of Notes required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g) permit the creation of any lien or other encumbrance on the Collateral that secures any Tranche of Notes that is prior to the lien in favor of the Holders of the Notes of such Tranche;

(h) change any place of payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;

(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or

(j) make any other amendment not permitted by Section 10.01.

-89-

An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or Tranche.

It will not be necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will be sufficient if such Act will approve the substance thereof.

Section 10.03. Execution of Indenture Supplements. In executing or accepting the additional trusts created by any amendment of this Indenture or Indenture Supplement permitted by this Article X or the modifications thereby of the trusts created by this Indenture, each of the Indenture Trustee, the Paying Agent and the Note Registrar will be entitled to receive, and (subject to Section 8.01) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. Each of the Indenture Trustee, the Paying Agent and the Note Registrar may, but will not (except to the extent required in the case of an amendment or Indenture Supplement entered into under subsection 10.01(d) or 10.01(f)) be obligated to, enter into any such Indenture Supplement which affects the Indenture Trustee’s, the Paying Agent’s or the Note Registrar’s, as applicable, own rights, duties, privileges, indemnities, protections, immunities and benefits under this Indenture or otherwise.

Section 10.04. Effect of Indenture Supplements. Upon the execution of any amendment of this Indenture or Indenture Supplement under this Article X, this Indenture will be modified in accordance therewith with respect to each Series, Class or Tranche of Notes affected thereby, or all Notes, as the case may be, and such amendment or Indenture Supplement will form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent provided therein.

Section 10.05. Conformity with Trust Indenture Act. Every amendment of this Indenture or Indenture Supplement executed pursuant to this Article X will conform to the requirements of the Trust Indenture Act as then in effect.

Section 10.06. Reference in Notes to Indenture Supplements. Notes authenticated and delivered after the execution of any amendment of this Indenture or Indenture Supplement pursuant to this Article X may, and will if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment or Indenture Supplement. If the Issuer will so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment or Indenture Supplement may be prepared and executed by the Issuer and authenticated and delivered by the Note Registrar in exchange for Outstanding Notes.

-90-

Section 10.07. Amendments to the Transfer Agreement, the Servicing Agreement, the Asset Representations Review Agreement.

(a) By their acceptance of a Note, the Noteholders acknowledge that the Transferor, the Servicer and the Issuer, as applicable, may amend the Transfer Agreement and the Servicing Agreement, as applicable, without the consent of the any Noteholder, so long as the provisions of the Transfer Agreement or the Servicing Agreement, as applicable, are complied with.

(b) By their acceptance of a Note, the Noteholders acknowledge that the Transferor, the Servicer, WFBNA and the Asset Representations Reviewer may amend the Asset Representations Review Agreement, including the content of any Exhibit to the Asset Representations Review Agreement, without the consent of any Noteholder so long as such amendment shall not have an Adverse Effect, and is not reasonably expected by the Transferor to have an Adverse Effect at any time in the future on any Noteholder whose consent has not been obtained (as evidenced by an Officer’s Certificate of the Transferor delivered to WFBNA, the Servicer, and the Indenture Trustee).

Section 10.08. Amendments to the Trust Agreement.

(a) Subject to the provisions of the Trust Agreement, without the consent of the Holders of any Notes or the Indenture Trustee, the Owner Trustee (at the written direction of the Beneficiary) and the Beneficiary may amend the Trust Agreement so long as such amendment will not, in the reasonable belief of the Beneficiary, have an Adverse Effect and is not reasonably expected by the Beneficiary to have an Adverse Effect at any time in the future on any Noteholder whose consent has not been obtained (as evidenced by an Officer’s Certificate of the Beneficiary delivered to the Indenture Trustee).

(b) Subject to the provisions of the Trust Agreement, (A) in the case of a significant change in the permitted activities of the Issuer which is not materially adverse to Holders of the Notes, with the consent of the Majority Holders of each Series, Class or Tranche of Notes affected by such change, and (B) in all other cases, with the consent of the Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of the Outstanding Notes adversely affected by such amendment, by Act of said Holders delivered to the Indenture Trustee, the Beneficiary and the Owner Trustee (at the written direction of the Beneficiary) may amend the Trust Agreement for the purpose of adding, changing or eliminating any provisions of the Trust Agreement or of modifying the rights of those Noteholders.

-91-

ARTICLE XI

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

Section 11.01. Payment of Principal and Interest. With respect to each Series, Class or Tranche of Notes, the Issuer will duly and punctually pay the principal of and interest on such Notes in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Notes of such Series, Class or Tranche.

Section 11.02. Maintenance of Office or Agency. The Issuer will maintain an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. Unless and until the Issuer rescinds such appointment, the Issuer hereby appoints the Note Registrar, at its Corporate Trust Office, as such office to receive such presentations, surrenders, notices and demands. The Issuer will give prompt written notice to the Indenture Trustee and the Note Registrar of the location, and of any change in the location, of such office or agency. If at any time the Issuer will fail to maintain such office or will fail to furnish the Indenture Trustee and the Note Registrar with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Note Registrar; provided, however, the Note Registrar shall not be deemed an agent of the Issuer for service of legal process. The Corporate Trust Office of the Note Registrar will be maintained at Wells Fargo Bank, National Association, 600 S. 4^th Street, MAC 9300-061, Minneapolis, Minnesota 55415, Attention: Corporate Trust Services – Asset-Backed Administration, or such other address as the Note Registrar may inform the Issuer and the Indenture Trustee in writing.

Section 11.03. Money for Note Payments to Be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, based solely upon written instructions furnished to the Paying Agent pursuant to and in accordance with the terms of this Indenture, will make distributions to Noteholders from the Collection Account or other applicable Trust Account pursuant to the provisions of Article V and Article VII of this Indenture or any Indenture Supplement. The Paying Agent will have the revocable power to withdraw funds from the Collection Account or other applicable Trust Account for the purpose of making the distributions referred to in the preceding sentence. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee.

The Issuer will cause each Paying Agent (other than the Indenture Trustee or Wells Fargo Bank, National Association) for any Series, Class or Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and to the extent the Indenture Trustee or Wells Fargo Bank, National

-92-

Association acts as Paying Agent, it so agrees), subject to the provisions of this Section 11.03, that such Paying Agent will:

(a) hold all sums held by it for the payment of principal of or interest on Notes of such Series, Class or Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided;

(b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such Series, Class or Tranche) in the making of any such payment of principal or interest on the Notes of such Series, Class or Tranche;

(c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section 11.03 required to be met by a Paying Agent at the time of its appointment; and

(e) comply with all requirements of the Internal Revenue Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any Series, Class or Tranche of Notes or for any other purpose, pay, or by an Officer’s Certificate direct the Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every Series, Class or Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by the Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money.

Subject to applicable law, any money deposited with the Indenture Trustee or the Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any Series, Class or Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer’s Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to

-93-

be repaid was held in trust, as provided in Section 1.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it.

The Issuer initially authorizes and appoints Wells Fargo Bank, National Association to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of Wells Fargo Bank, National Association with respect to any Series, Class or Tranche of Notes issued under this Indenture.

Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Cooperation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 11.03, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Section 11.04. Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Note Rating Agencies, on or before the 90th day following the end of each fiscal year for the Issuer, commencing with the calendar year ending [December 31, 20[__]], a written statement signed by an Issuer Authorized Officer stating that:

(a) a review of the activities of the Issuer during the prior year (or, with respect to the written statement delivered in 20[__], for the period from and including [________ __, ____] through and including [December 31, 20[__]]) and of the Issuer’s performance under this Indenture and under the terms of the Notes has been made under such Issuer Authorized Officer’s supervision; and

(b) to the best of such Issuer Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture throughout such year (or, with respect to the written statement delivered in 20[__], for the period from and including [________ __, ____] through and including [December 31, 20[__]]), or, if there has been a default in the fulfillment of any such condition or covenant (without regard to any grace period or requirement of notice), specifying each such default known to such Issuer Authorized Officer and the nature and status thereof.

Section 11.05. Legal Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

Section 11.06. Further Instruments and Acts. Upon request of the Indenture Trustee, the Paying Agent or the Note Registrar, the Issuer will execute and deliver such further

-94-

instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 11.07. Compliance with Laws. The Issuer will comply with the requirements of all applicable laws, the noncompliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes or this Indenture.

Section 11.08. Notice of Certain Events. (a) The Issuer agrees to give the Indenture Trustee, the Paying Agent, the Note Registrar and the Note Rating Agencies prompt written notice of (i) each Event of Default hereunder, (ii) each default on the part of the Transferor of its material obligations under the Transfer Agreement and (iii) any default of a Derivative Counterparty, in each case, of which the Issuer has knowledge.

(b) The Issuer agrees to give the Servicer prompt written notice of each event described in the subsections 5.01(a), (b), (c) or (d) of the Servicing Agreement of which the Issuer has knowledge.

(c) The Issuer shall direct the Indenture Trustee and/or the Note Registrar, as the case may be, to give Noteholders a copy of the notice delivered to the Indenture Trustee by the Servicer pursuant to Section 5.03 of the Servicing Agreement.

Section 11.09. Certain Negative Covenants. The Issuer will not:

(a) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law);

(b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby;

(c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof; or

(d) permit the lien in favor of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty created by this Indenture not to constitute a valid first priority security interest in the Collateral; or

(e) voluntarily dissolve or liquidate.

-95-

Section 11.10. No Other Business. The Issuer will not engage in any business other than as permitted under the Trust Agreement.

Section 11.11. No Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for borrowed money except for the Notes.

Section 11.12. Rule 144A Information. For so long as any of the Notes of any Series, Class or Tranche are “restricted securities” within the meaning of Rule 144(a)(3) under the Exchange Act, the Issuer agrees to provide to any Noteholder of such Series, Class or Tranche and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Exchange Act.

Section 11.13. Performance of Obligations; Servicing of Receivables.

(a) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Transferred Assets, the Issuer shall take all reasonable actions available to it to remedy such failure or cause such failure to be remedied; provided, however, that any Servicer Default other than a Servicer Default arising under Section 5.01(a) of the Servicing Agreement may be waived by the Issuer upon consent of the Noteholders of not less than 66²⁄₃ of the Outstanding Dollar Principal Amount for the Notes for all Series to which the Servicer Default relates.

(b) Subject to the following sentence, in connection with a termination of the Servicer’s rights and powers pursuant to Section 5.01 of the Servicing Agreement, if a Successor Servicer has not been appointed and accepted its appointment pursuant to Section 5.02 of the Servicing Agreement at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer, subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, provided, however, that the Indenture Trustee shall not be liable for any actions of any Servicer prior to the Indenture Trustee’s appointment as Successor Servicer. Notwithstanding the preceding sentence, the Indenture Trustee shall, if it is legally unable or unwilling to so act or if the Majority Holders of all Notes so request in writing to the Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint, any servicing institution established in servicing receivables substantially similar to the Transferred Assets as the successor to the Servicer under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under the Servicing Agreement. The Indenture Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall appoint an Eligible Servicer as the Successor Servicer under the Servicing

-96-

Agreement. If within thirty (30) days after the delivery of the notice of termination of the Servicer’s right and powers referred to above, the Issuer shall not have obtained such a Successor Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer as the Indenture Trustee and such Successor Servicer shall agree, subject to the limitations set forth below and in the Servicing Agreement. In accordance with Section 5.02 of the Servicing Agreement, the Issuer shall enter into an agreement with such Successor Servicer for the servicing of the Transferred Assets (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Transferred Assets as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VIII, of this Indenture shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Transferred Assets. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint any one of its Affiliates as a sub-servicer or agent; provided, that it shall be fully liable for the actions and omissions of such sub-servicer or agent. If the Indenture Trustee shall act as Successor Servicer, all costs associated with the transfer of servicing shall be paid by the predecessor Servicer.

(c) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer.

(d) The Issuer shall provide to the Indenture Trustee or its respective designees access to the documentation regarding the Accounts and the Transferred Assets in such cases where the Indenture Trustee or such designee is required in connection with the enforcement of the rights of the Indenture Trustee, or by applicable statutes or regulations to review such documentation, such access being afforded without charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to reasonable and customary security and confidentiality procedures and (iv) at offices designated by the Issuer. Nothing in this Section shall derogate from the obligation of any Person to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Issuer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

(e) The Issuer hereby covenants and agrees that it shall deliver a notice to the Transferor of any breach of a representation or warranty set forth in Section 2.04 of the Transfer Agreement if directed to do so by the Indenture Trustee (acting at the direction of Noteholders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of the Notes for all Series).

Section 11.14. Issuer May Consolidate, Etc., Only on Certain Terms.

(a) The Issuer shall not consolidate or merge with or into any other Person, unless:

-97-

(1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an Indenture Supplement, executed and delivered to the Indenture Trustee, in a form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default or Early Redemption Event shall have occurred and be continuing;

(3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such Indenture Supplement comply with this Section 11.14, (ii) all conditions precedent in this Section 11.14 relating to such transaction have been complied with (including any filing required by the Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such person;

(4) the Rating Agency Condition shall be satisfied with respect to such consolidation or merger;

(5) the Issuer shall have received an Issuer Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee);

(6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(7) such action shall not be contrary to the status of the Issuer as a qualified special purpose entity under existing accounting literature.

(b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, substantially as an entirety to any Person, unless:

(1) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, (B) expressly assume, by an Indenture Supplement, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such Indenture

-98-

Supplement, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, (E) expressly agree by means of such Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes and (F) not be an “investment company” as defined in the Investment Company Act;

(2) immediately after giving effect to such transaction, no Event of Default or Early Redemption Event shall have occurred and be continuing;

(3) the Rating Agency Condition shall be satisfied with respect to such conveyance or transfer;

(4) the Issuer shall have received an Issuer Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee);

(5) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such Indenture Supplement comply with this Section 11.14 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Section 11.15. Successor Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Issuer substantially as an entirety in accordance with Section 11.14 hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer) or the Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the event of any such conveyance or transfer, the Person named as the Issuer in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Section 11.15 shall be released from its obligations under this Indenture as issued immediately upon the effectiveness of such conveyance or transfer, provided that the Issuer shall not be released from any obligations or liabilities to the Indenture Trustee, Paying Agent, Note Registrar or the Noteholders arising prior to such effectiveness.

Section 11.16. Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the Trust Agreement, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree

-99-

contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 11.17. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 11.18. Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (x) distributions as contemplated by, and to the extent funds are available for such purpose under, the Indenture or the Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section 8.07 hereof and payments to the Paying Agent and the Note Registrar pursuant to Section 17.02 hereof. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or the Excess Funding Account except in accordance with this Indenture or any Indenture Supplement.

-100-

ARTICLE XII

EARLY REDEMPTION OF NOTES

Section 12.01. Applicability of Article. Unless otherwise specified in the applicable Indenture Supplement related to a Series, Class or Tranche of Notes, pursuant to the terms of this Article XII, the Issuer will redeem and pay, to the extent that funds are available, each affected Series, Class or Tranche of Notes upon the occurrence of any Early Redemption Event. Unless otherwise specified in the applicable Indenture Supplement relating to a Series, Class or Tranche of Notes, or in the form of Notes for such Series, Class or Tranche, the following are each an “Early Redemption Event”:

(a) with respect to any Tranche of Notes, the occurrence of the Expected Principal Payment Date of such Note;

(b) the Transferor shall become unable for any reason to transfer Receivable in accordance with the provisions of subsection 2.06(a) of the Transfer Agreement, or WFBNA shall become unable for any reason to transfer such Receivable to Funding in accordance with the provisions of the Receivables Purchase Agreement;

(c) The Issuer becomes subject to regulation by the Commission as an “investment company” within the meaning of the Investment Company Act;

(d) an Insolvency Event shall occur with respect to WFBNA;

(e) an Insolvency Event shall have occurred with respect to the Transferor; or

(f) with respect to any Series, Class or Tranche of Notes, any additional Series Early Redemption Event specified in the Indenture Supplement for such Series, Class or Tranche as applying to such Series, Class or Tranche;

The redemption price of a Tranche of Notes so redeemed will equal the Outstanding principal amount of such Tranche, plus interest accrued and unpaid to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement.

If the Issuer is unable to pay the redemption price in full on the Principal Payment Date following the end of the Monthly Period in which the Early Redemption Event occurs, monthly payments on such Tranche of Notes will thereafter be made on each following Principal Payment Date until the Outstanding principal amount of such Tranche, plus all accrued and unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Account for a redeemed Tranche will be applied to make the principal and interest payments on that Tranche on the redemption date,

-101-

subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Principal payments on redeemed Tranches will be made first to the senior-most Notes until paid in full, then to the Subordinated Notes until paid in full.

Section 12.02. Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the Aggregate Nominal Liquidation Amount of such Series, Class or Tranche is reduced to less than 5% of its Initial Dollar Principal Amount; provided, however, that if such Series, Class or Tranche of Notes is of a Subordinated Class, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Note until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Noteholders of such redemption at least thirty (30) days prior to the redemption date. The redemption price of a Series, Class or Tranche so redeemed will equal the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on such Tranche of Notes will thereafter be made until the Outstanding principal amount of such Tranche, plus all accrued and unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement.

Section 12.03. Notice. Promptly after the occurrence of any Early Redemption Event or receipt of a notice of a redemption pursuant to Section 12.02, the Issuer will notify the Indenture Trustee, the Note Registrar, the Paying Agent and the Note Rating Agencies in writing of the identity, Stated Principal Amount and Outstanding Dollar Principal Amount of the affected Series, Class or Tranche of Notes to be redeemed. Notice of redemption will promptly be given as provided in Section 1.06. All notices of redemption will state (a) the date on which the redemption of the applicable Series, Class or Tranche of Notes pursuant to this Article XII will begin, which will be the Principal Payment Date next following the end of the Monthly Period in which the applicable Early Redemption Event or redemption pursuant to Section 12.02 occurs, (b) the redemption price for such Series, Class or Tranche of Notes, which will be equal to the Outstanding principal amount of such Series, Class or Tranche plus interest accrued or principal accreted and unpaid (if any), the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement and (c) the Series, Class or Tranche of Notes to be redeemed pursuant to this Article XII.

-102-

ARTICLE XIII

COLLATERAL

Section 13.01. Recording and Other Items.

(a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 13.02, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and security interest in the Collateral in favor of the Indenture Trustee. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to:

(i) grant a Security Interest more effectively in all or any portion of the Collateral;

(ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;

(iv) enforce the Derivative Agreements and each other instrument or agreement included in the Collateral;

(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all persons and parties; or

(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.

(b) The Issuer will from time to time promptly pay and discharge all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, any amendments thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuer’s failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 13.01.

(c) Without limiting the generality of clauses (a) or (b):

(i) The Issuer will cause this Indenture, all amendments and supplements hereto and/or all financing statements and continuation statements and any

-103-

other necessary documents covering the Indenture Trustee’s right, title and interest to the Collateral to be promptly recorded, registered and filed, and at all times to be kept, recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

(ii)    Within 30 days after the Issuer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of Section 9-506 (or any comparable provision) of the UCC, the Issuer will give the Indenture Trustee notice of any such change and will file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee’s security interest in the Collateral.

(d)    The Issuer will give the Indenture Trustee prompt notice of any relocation of its chief executive office, place of business or State of location, and any change in the jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Indenture Trustee’s security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States.

(e)    The duty of the Indenture Trustee to execute any instrument required pursuant to this Section 13.01 will arise only if the Indenture Trustee has actual knowledge of the type described in subsection 7.01(c) of any default of the Issuer in complying with the provisions of this Section 13.01.

Section 13.02.    Trust Indenture Act Requirements. The release of any Collateral from the lien created by this Indenture or the release of, in whole or in part, such liens, will not be deemed to impair the Security Interests in contravention of the provisions hereof if and to the extent the Collateral or liens are released pursuant to the terms hereof. The Indenture Trustee and each of the Noteholders and any applicable Derivative Counterparty acknowledge that a release of Collateral or liens strictly in accordance with the terms hereof will not be deemed for any purpose to be an impairment of the Security Interests in contravention of the terms of this Indenture. To the extent applicable, without limitation, the Issuer and each other obligor on the Notes will cause Section 314(d) of the Trust Indenture Act relating to the release of property or securities from the liens hereof to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the appropriate obligor, except in cases in which Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent person.

Section 13.03.    Suits to Protect the Collateral. Subject to the provisions of this Indenture, the Indenture Trustee will have power to institute and to maintain such suits and

104

proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture, and such suits and proceedings as the Indenture Trustee may deem expedient to preserve or protect the interests of the Noteholders and any applicable Derivative Counterparty and the interests of the Indenture Trustee and the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interests or be prejudicial to the interests of the Holders of the Notes or the Indenture Trustee). No counterparties to a Derivative Agreement may direct the Indenture Trustee to enforce the Security Interest. Each Derivative Counterparty’s rights consist solely of the right to receive Collections allocated for its benefit pursuant to the related Indenture Supplement.

Section 13.04. Purchaser Protected. In no event will any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Indenture Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor will any purchaser or other transferee of any property or rights permitted by this Article XIII to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as applicable, to make any such sale or other transfer.

Section 13.05. Powers Exercisable by Receiver or Indenture Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article XIII upon the Issuer or any other obligor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers thereof required by the provisions of this Article XIII.

Section 13.06. Determinations Relating to Collateral. In the event (i) the Indenture Trustee shall receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer’s or any other obligor’s obligations with respect thereto or (ii) there shall be due to or from the Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Indenture Trustee shall become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Indenture Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Indenture Trustee on the manner in which the Indenture Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Indenture Trustee pursuant to Section 8.07). The Indenture Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Majority Holders of the Outstanding Notes.

-105-

Section 13.07. Release of Collateral.

(a) (i) Subject to the payment of its fees, expenses and indemnities pursuant to Section 8.07 and the provisions in subsection (ii) below, the Indenture Trustee will, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article XIII will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.

    (ii) The Beneficiary and the Noteholders will be entitled to receive at least ten (10) days’ written notice when the Indenture Trustee proposes to take any action pursuant to subsection (a)(i) above, accompanied by copies of any instruments involved, and the Indenture Trustee will also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with (counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action).

(b) Upon delivery of an Officer’s Certificate certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of Article XI, the Indenture Trustee will (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Lien of this Indenture and (ii) not to be deemed to hold the Security Interests for the benefit of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty.

(c) On the date any Account becomes a Defaulted Account, the Indenture Trustee, automatically and without further action or consideration releases the Receivables in such Defaulted Account (and any related Finance Charge Receivables) from the Lien of this Indenture, to allow the Assignment of such Receivables (and any related Finance Charge Receivables) to the Servicer, solely for the purpose of collection, by the Issuer pursuant to Section 2.11 of the Servicing Agreement. For the avoidance of doubt, this release of Receivables in a Defaulted Account (and any related Finance Charge Receivables) from the Lien of this Indenture pursuant to this subsection 13.07(c) is automatic and does not require compliance with any conditions otherwise applicable to the release of Collateral otherwise contained in this Indenture.

(d) On the date any Receivable is to be reassigned by the Issuer to the Transferor pursuant to subsection 2.04(d), 2.04(e), or Section 2.07 of the Transfer Agreement the Indenture Trustee, automatically and without further action or consideration releases such Receivable (and any related Finance Charge Receivables) from the Lien of this Indenture, to allow the reassignment of such Receivable (and any related Finance Charge Receivables) as

-106-

provided for under the Transfer Agreement. For the avoidance of doubt, this release of such Receivables (and any related Finance Charge Receivables) from the Lien of this Indenture pursuant to this subsection 13.07(d) is automatic and does not require compliance with any conditions otherwise applicable to the release of Collateral otherwise contained in this Indenture.

Section 13.08. Certain Actions by Indenture Trustee. Any action taken by the Indenture Trustee pursuant to this Article XIII in respect of the release of Collateral will be taken by the Indenture Trustee as its interest in such Collateral may appear, and, except as is expressly stated herein, no provision of this Article XIII is intended to, or will, excuse compliance with any provision hereof.

Section 13.09. Opinions as to Collateral.

(a) On the Effective Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and maintain the perfection of the Security Interest granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected.

(b) On or before [________ __] in each calendar year, beginning in 20[__], the Issuer will furnish to the Indenture Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re- recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the first priority lien and Security Interest created by this Indenture and reciting the details of such action or (ii) in the opinion of such counsel no such action is necessary to maintain such lien and Security Interest. Such Opinion of Counsel will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and Security Interest of this Indenture until [________ __] in the following calendar year.

Section 13.10. Delegation of Duties. The Issuer may contract with or appoint other Persons (including the Beneficiary and its Affiliates) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate will be deemed to be action taken by the Issuer.

-107-

ARTICLE XIV

COMPLIANCE WITH REGULATION AB

Section 14.01. Intent of the Parties; Reasonableness. Each of the Issuer, the Paying Agent, the Note Registrar and the Indenture Trustee acknowledge that the purpose of this Article XIV is to facilitate compliance with the provisions of Regulation AB and related rules and regulations of the Commission. The Issuer shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the delivery in connection with a private offering of information or other performance comparable to that required thereunder). Each of the Paying Agent, the Note Registrar and the Indenture Trustee shall cooperate fully with the Issuer to deliver to the Issuer, the Transferor, and the Servicer (including any of their respective assignees or designees), any and all statements, reports, certifications, records, and any other information necessary in the good faith determination of the Issuer to permit compliance with the provisions of Regulation AB, including Items 1100(d)(1), 1103(a)(1), 1109(a)(1), 1109(a)(2), 1117, 1118, 1119, 1122 and 1123 of Regulation AB, as and to the extent it relates to each of the Paying Agent, the Note Registrar and the Indenture Trustee or to its respective obligations under this Indenture or any Indenture Supplement, and to the extent that any such statements, reports, certifications, records and any other information is in the possession of the Paying Agent, the Note Registrar and the Indenture Trustee, as applicable.

Section 14.02. Additional Representations and Warranties of the Paying Agent, the Note Registrar and the Indenture Trustee. Each of the Paying Agent, the Note Registrar and the Indenture Trustee shall be deemed to represent to the Issuer, the Transferor, and the Servicer, as of the date on which information is provided to the Issuer, the Transferor, and the Servicer under Section 14.03 that, except as disclosed in writing to the Issuer, the Transferor, and the Servicer prior to such date: (i) neither the execution or the delivery by the Paying Agent, the Note Registrar or the Indenture Trustee, as applicable, of this Indenture or any Indenture Supplement, the performance by it of its obligations under this Indenture or any Indenture Supplement nor the consummation of any of the transactions by it contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which it is a party or by which it is bound, which violation would have a material adverse effect on its ability to perform its obligations under this Indenture or any Indenture Supplement, or of any judgment or order applicable to it; and (ii) there are no proceedings pending or threatened against the Paying Agent, the Note Registrar or the Indenture Trustee, as applicable, in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would have a material adverse effect on its right, power and authority to enter into this Indenture or any Indenture Supplement or to perform its obligations under this Indenture or any Indenture Supplement, or that are otherwise material to Noteholders.

Section 14.03. Information to Be Provided by the Paying Agent, the Note Registrar and the Indenture Trustee.

-108-

(a) Each of the Paying Agent, the Note Registrar and the Indenture Trustee shall (i) on or before the final Business Day of each month, provide to the Issuer, the Transferor, and the Servicer in writing, such information regarding itself as is requested for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by it of any changes to such information, provide to the Issuer, the Transferor, and the Servicer, in writing, such updated information.

(b) Each of the Paying Agent, the Note Registrar and the Indenture Trustee shall (i) on or before the final Business Day of each January, April, July and October, provide to the Issuer, the Transferor, and the Servicer such information regarding itself as is requested for the purpose of compliance with Items 1100(d)(1), 1103(a)(1), 1109(a)(1), 1109(a)(2), 1118 and 1119 of Regulation AB, as applicable, and (ii) as promptly as practicable following notice to or discovery by it of any changes to such information, provide to the Issuer, the Transferor, and the Servicer, in writing, such updated information. Such information shall include, at a minimum:

(A) the name and form of organization of the Paying Agent, the Note Registrar or the Indenture Trustee, as applicable;

(B) a description of the extent to which it has had prior experience serving as a paying agent or trustee, respectively, for asset-backed securities transactions involving credit card receivables;

(C) a description of any affiliation or relationship between the Paying Agent, the Note Registrar or the Indenture Trustee, as applicable, and any of the following parties to a Securitization Transaction, as such parties are identified to it by the Issuer or the Transferor in writing in advance of such Securitization Transaction:

(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 asset representations reviewer; and

(10) any other material transaction party.

In connection with the above-listed parties, a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities

-109-

transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities; and

(D) such other information as the Issuer may reasonably request for the purpose of compliance with Regulation AB.

Section 14.04. Report on Assessment of Compliance and Attestation. On or before the 60th day following the end of each fiscal year for the Issuer, (x) in the case of the Paying Agent beginning with the end of fiscal year 20[__] and (y) in the case of the Indenture Trustee, with respect to the end of any fiscal year during which it actually performed any activity in furtherance of its obligations under this Indenture or any Indenture Supplement that addresses the Servicing Criteria (which, in the absence of contrary authority (including, but not limited to, guidance from the Securities and Exchange Commission or its staff), would be expected to occur only in certain instances following an Event of Default), each of the Paying Agent and the Indenture Trustee, as applicable, shall:

(a) deliver to the Issuer, the Transferor and the Servicer a report regarding its assessment of compliance with the Servicing Criteria during the immediately preceding fiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Transferor and signed by a Responsible Officer of the Paying Agent or the Indenture Trustee, as applicable, and shall address each of the Servicing Criteria specified in Exhibit B hereto or such criteria as mutually agreed upon by the Issuer and the Paying Agent or the Indenture Trustee, as applicable;

(b) deliver to the Issuer, the Transferor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Paying Agent or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that the assessment of compliance required by paragraph (a) of this subsection and the attestation report required by this paragraph may be replaced, with the consent of the Issuer, by any similar assessment of compliance or attestation report using standards which are now or in the future in use by paying agents, or trustees, as applicable, in respect of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission;

(c) deliver to the Issuer, the Transferor and the Servicer, in furtherance of Item 1122(c) of Regulation AB, written information sufficient to allow the Transferor or the Servicer, in cases where the Paying Agent or the Indenture Trustee, as applicable, identifies any material instance of noncompliance with the Servicing Criteria in the report delivered pursuant to paragraph (a) of this subsection, to disclose in the related annual report on Form 10-K whether such

-110-

material instance of noncompliance relates to the Receivables or the Notes and whether and to what extent the Paying Agent or the Indenture Trustee, as applicable, has instituted steps to remediate each such material instance of noncompliance; and

(d) deliver to the Issuer, the Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes 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) on behalf of the Issuer or the Transferor with respect to a Securitization Transaction a certification, signed by any Vice President or more senior officer of the Paying Agent or the Indenture Trustee, as applicable, substantially in the form attached hereto as Exhibit C or such form as mutually agreed upon by the Issuer and the Paying Agent or the Indenture Trustee, as applicable.

Each of the Paying Agent and the Indenture Trustee acknowledges that each of the parties identified in paragraph (d) of this subsection may rely on the certification provided by it pursuant to such paragraph in signing its own Sarbanes Certification and filing such with the Commission.

Section 14.05. Investor Communication. In the event any of the Issuer, the Paying Agent, the Note Registrar, or the Indenture Trustee receives a request from any Person to communicate with a Note Owner, the Issuer, the Paying Agent, the Note Registrar, or the Indenture Trustee, as applicable, shall promptly report such request to the Transferor and the Servicer, and shall provide: the name of the Person making such request; the date it received such request; to the extent known, a description of the method Note Owners may use to contact the Person making such request; and copies of any documentation it receives in connection with such request that serves to verify the identity of the Person making such request as a Note Owner.

Section 14.06. Noteholder Action to Initiate an Asset Representations Review.

(a) Within 90 days following the date on which the Transferor or the Servicer, on behalf of the Issuer, discloses in a distribution report on Form 10-D the occurrence of a Delinquency Trigger pursuant to subsection 6.01(a) of the Transfer Agreement or subsection 8.01(a) of the Servicing Agreement, respectively, Holders of Notes holding at least 5% of the aggregate unpaid principal amount of all outstanding Notes may submit a written petition to the Issuer and the Indenture Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubt, for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Transferor or the Servicer, on behalf of the Issuer, discloses in the related distribution report on Form 10-D that the Delinquency Trigger is continuing.

(b) If the Noteholders submit a written petition directing that a vote be taken in accordance with subsection 14.06(a), then the Indenture Trustee shall (i) promptly provide written notice of such direction to the Issuer, the Transferor, and the Servicer, and to all Noteholders by delivering notice of such direction to the Noteholders at their addresses

-111-

appearing on the Note Register and (ii) conduct a solicitation of votes of the Noteholders to initiate a review, which solicitation of votes shall occur within 90 days of the delivery of such Noteholder notice by the Indenture Trustee. In connection with such vote taken in accordance with subsection 14.06(a), the Note Registrar shall provide such information as the Indenture Trustee shall reasonably request in order to conduct such vote. If (x) a vote in which an Asset Review Quorum participates occurs within such 90-day period and (y) Noteholders holding more than 50% of the aggregate unpaid principal amount of all outstanding Notes casting a vote direct that a review be undertaken, then the Indenture Trustee shall promptly provide written notice to the Issuer, the Transferor, and the Servicer, and to the Noteholders in the same manner as described above.

(c) Notwithstanding any provisions of this Article XIV to the contrary, and subject to the additional requirements and conditions set forth in this Article XIV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with subsection 14.06(a), subsection 14.06(b), or the terms of the Asset Representations Review Agreement, respectively, the Noteholders may not initiate another petition, vote, or Asset Representations Review unless and until such prior petition, vote, or Asset Representations Review is completed. For purposes of this subsection 14.06(c):

(i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, or (C) if an Asset Representations Review occurs, at such time as the Transferor or the Servicer, on behalf of the Issuer, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D;

(ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Transferor or the Servicer, on behalf of the Issuer, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D; and

(iii) an Asset Representations Review will be considered completed only at such time as the Transferor or the Servicer, on behalf of the Issuer, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D.

-112-

ARTICLE XV

COMPLIANCE WITH THE FDIC RULE

Section 15.01 Purpose.

(a) Each of the Issuer and the Indenture Trustee, and each of the Noteholders by acceptance of a Note, acknowledges and agrees that the purpose of this Article XV and the FDIC Rule Requirements incorporated herein and in the other Transaction Documents to the extent set forth therein is to cause the securitizations contemplated by the Transaction Documents to comply with the provisions of the FDIC Rule.

(b) If any provision of the FDIC Rule or the FDIC Rule Interpretations is amended, or any interpretive guidance regarding the FDIC Rule or FDIC Rule Interpretations is provided by the FDIC or its staff, as a result of which the Issuer determines that an amendment to this Article XV or the FDIC Rule Requirements is necessary or desirable, then the Issuer and the Indenture Trustee shall be authorized and entitled to amend this Article XV or the FDIC Rule Requirements within the parameters of the FDIC Rule and the FDIC Rule Interpretations. Nothing in this subsection 15.01(b) shall limit the rights of the Indenture Trustee pursuant to subsection 10.03.

Section 15.02. Performance of the FDIC Rule Requirements. Schedule I is expressly incorporated in this Indenture. The Issuer agrees to perform the obligations set forth in Schedule I, except to the extent any such obligation is specifically imposed exclusively upon the servicer or the sponsor.

Section 15.03. Actions upon Repudiation.

(a) In the event that WFBNA becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator for WFBNA exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule, the Issuer shall determine whether the FDIC in such capacity will pay damages as provided in such paragraph (d)(4)(ii). Upon making such determination, the Issuer shall promptly, and in any event no more than one Business Day thereafter, so notify the Indenture Trustee.

(b) Upon receipt of the notice specified in subsection 15.03(a), the Indenture Trustee shall determine the date (the “applicable payment date”) for making a distribution to Noteholders of the related Series, Class or Tranche of Notes of such damages, which date shall be the earlier of (i) the next Payment Date on which such damages could be distributed and (ii) the earliest practicable date by which the Indenture Trustee could declare a special payment date, in each case subject to all applicable provisions of this Indenture, applicable law and the procedures of any applicable Depository.

(c) When the applicable payment date is determined, the Issuer shall promptly compute the amount of interest to be paid on the related Series, Class or Tranche of Notes on the applicable payment date pursuant to the applicable Indenture Supplement. The Issuer shall cause

-113-

the Servicer to notify the Paying Agent and the Indenture Trustee of the applicable amounts of principal and interest to be paid on each Series of Notes not later than the Business Day following the day on which the applicable payment date is determined.

(d) If the applicable payment date is a special payment date, the Indenture Trustee shall (i) declare such special payment date, (ii) declare a special distribution to the related Noteholders consisting of accrued and unpaid interest on each such Note and the Outstanding Dollar Principal Amount of each such Note and (iii) deliver notice to the Paying Agent and the Noteholders of such special payment date and special distribution.

Section 15.04. Notice.

(a) In the event that WFBNA becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule to the Issuer or the Indenture Trustee, the party receiving such notice shall promptly deliver such notice to each of WFBNA, the Issuer and the Indenture Trustee, as applicable.

(b) If the FDIC (i) is appointed as conservator or receiver of WFBNA and (ii) is in default in the payment of principal or interest when due following the expiration of any cure period hereunder or under the other Transaction Documents due to the failure by the FDIC to pay or apply Collections received by it in accordance with this Indenture, the Indenture Trustee may, and if directed by the Majority Holders of any affected Series, shall be entitled to deliver written notice to the FDIC requesting the exercise of contractual rights hereunder and under the other Transaction Documents with respect to the related Series, Class or Tranche.

Section 15.05. Reservation of Rights. Neither the inclusion of this Article XV in this Indenture nor the compliance by any Person with, or the acknowledgment by any Person of, this Article’s provisions constitutes an agreement or acknowledgment by any Person that, in the case of an insolvency proceeding with respect to WFBNA, a receiver or conservator will have any rights with respect to the Collateral.

Section 15.06. No Obligation to Monitor or Enforce Compliance. Notwithstanding anything to the contrary in this Article XV, none of the Indenture Trustee, the Paying Agent or the Note Registrar shall have any responsibility to monitor compliance with or enforce another party’s compliance with its obligations under the FDIC Rule. None of the Indenture Trustee, the Paying Agent or the Note Registrar shall be charged with the knowledge of such rule, nor shall it be liable to any Noteholder or other party for any violation of such rule. None of the Indenture Trustee, the Paying Agent or the Note Registrar shall be obligated to take any action under this Article XV unless it receives written direction from the appropriate requesting party.

-114-

ARTICLE XVI

MISCELLANEOUS

Section 16.01. No Petition. To the fullest extent permitted by applicable law, the Indenture Trustee, by entering into this Indenture, each Derivative Counterparty, by designating that the obligations of the Issuer pursuant to the applicable Derivative Agreement are secured by the Collateral, and each Noteholder, by accepting a Note, agrees that it will not at any time institute against the Transferor or the Issuer, or join in any institution against the Transferor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any Derivative Agreement.

Section 16.02. Trust Obligations. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee (including in its individual capacity) or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity).

Section 16.03. Limitations on Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by the Beneficiary not individually or personally but solely as Beneficiary, in the exercise of the powers and authority conferred and vested in it, (ii) 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 or agreement by the Beneficiary but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Beneficiary individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any Person claiming by, through or under them and (iv) under no circumstances will the Beneficiary 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 Indenture or any related documents.

(b) None of the Indenture Trustee, the Note Registrar, the Paying Agent, the Owner Trustee (including each in its individual capacity), the Transferor, the Servicer, WFBNA, the Beneficiary, or any other beneficiary of the Issuer or any of their respective officers, directors, employers or agents will have any liability with respect to this Indenture, and recourse

-115-

may be had solely to the Collateral pledged to secure the Notes issued by WF Card Issuance Trust.

Section 16.04. Tax Treatment. (a) The Issuer and the Noteholders agree that the Notes are intended to be debt of the Transferor for federal, state and local income and franchise tax purposes and agree to treat the Notes accordingly for all such purposes, unless otherwise required by applicable law. Notwithstanding the foregoing, to the extent the Issuer is treated as a partnership for federal, state or local income or franchise purposes and a Noteholder is treated as a partner in such partnership, the Noteholders agree that any tax, penalty, interest or other obligation imposed under the Internal Revenue Code with respect to the income tax items arising from such partnership shall be the sole obligation of the Noteholder to whom such items are allocated and not of such partnership.

(b) Prior to the first Payment Date, at any time required by law and/or promptly upon request, each Noteholder shall provide to the Indenture Trustee, the Paying Agent and/or the Issuer (or other Person responsible for withholding of taxes, including but not limited to any withholding or deduction required pursuant to FATCA, or delivery of information under FATCA) information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the amount of any withholding tax, including backup withholding tax and any withholding or deduction required pursuant to FATCA (collectively, the “Tax Information”). Each Noteholder is deemed to understand that by acceptance of a Note, such Noteholder agrees to supply the Tax Information. Further, each Noteholder is deemed to understand that the Issuer, the Indenture Trustee and the Paying Agent have the right to withhold on payments payable with respect to the Note (without any corresponding gross-up) in the event of a failure to comply with both of the preceding sentences or in the event that the Tax Information provided results in withholding being required, for which none of the Issuer, the Indenture Trustee or the Paying Agent shall have any liability. The Issuer hereby agrees to fully indemnify the Indenture Trustee and the Paying Agent for any penalties (and interest thereon), fees, costs, damages or other liabilities imposed on the Indenture Trustee and the Paying Agent, as applicable, by any Governmental Authority arising from the Indenture Trustee’s or the Paying Agent’s, as applicable, failure to collect or report any Tax Information, or to withhold or deduct any withholding tax; provided, that indemnification shall not be required with respect to penalties, fees, costs, damage or other liabilities imposed on the Indenture Trustee or the Paying Agent, as applicable, arising from the Indenture Trustee’s or the Paying Agent’s, as applicable, bad faith, negligence or willful misconduct in failing to collect or report any Tax Information, or to withhold or deduct any withholding tax.

Section 16.05. Actions Taken by the Issuer. Any and all actions that are to be taken by the Issuer may be taken by either the Beneficiary or the Owner Trustee (at the written direction of the Beneficiary) on behalf of the Issuer.

Section 16.06. Alternate Payment Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer, with the written consent of the

-116-

Indenture Trustee and the Paying Agent, may enter into any agreement with any Holder of a Note providing for a method of payment or notice that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee and the Paying Agent a copy of each such agreement and the Indenture Trustee and the Paying Agent, as the case may be, will cause payments or notices, as applicable, to be made in accordance with such agreements.

Section 16.07. Termination of Issuer. The Issuer and the respective obligations and responsibilities of the Indenture Trustee created hereby (other than the obligation of the Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except with respect to the duties described in subsection 16.08(b), as provided in the Trust Agreement.

Section 16.08. Final Distribution.

(a) The Transferor shall give the Indenture Trustee, the Paying Agent and the Note Registrar at least thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders.

(b) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Trust Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders (with a copy to the Paying Agent and the Note Registrar) to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account, the Excess Funding Account, or any Supplemental Account held for the benefit of such Noteholders. Subject to applicable law, the Indenture Trustee and the Paying Agent shall disburse to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, the Indenture

-117-

Trustee and the Paying Agent shall have no liability with respect to such funds, and Noteholders entitled to the money must look solely to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Section 16.09. Termination Distributions. Upon the termination of the Issuer pursuant to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the Beneficiary or any of its designees, without recourse, representation or warranty, all of its right, title and interest in the Collateral, whether then existing or thereafter created, all monies due or to become due and all amounts received or receivable with respect thereto (including all moneys then held in any Trust Account) and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 16.08(b). The Indenture Trustee shall execute and deliver such instruments of transfer and Assignment as shall be provided to it, in each case without recourse, as shall be reasonably requested by the Beneficiary to vest in the Beneficiary or any of its designees all right, title and interest which the Indenture Trustee had in the Collateral and such other property.

Section 16.10. Derivative Counterparty as Third-Party Beneficiary. Each Derivative Counterparty is a third-party beneficiary of this Indenture to the extent specified in the applicable Derivative Agreement or Indenture Supplement.

-118-

ARTICLE XVII

THE PAYING AGENT AND THE NOTE REGISTRAR

Section 17.01. Duties of Paying Agent and Note Registrar .

(a) Each of the Paying Agent and the Note Registrar undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. Neither the Paying Agent nor the Note Registrar shall have any duties or responsibilities except those expressly set forth in this Indenture

(b) Neither the Paying Agent nor the Note Registrar shall be subject to any fiduciary or other implied duties, obligations or covenants regardless of whether an Event of Default or an Early Redemption Event has occurred and is continuing.

(c) Neither the Paying Agent nor the Note Registrar shall be liable for any action taken or any error of judgment made in good faith by an officer or officers of the Paying Agent or the Note Registrar, as applicable, unless it shall be determined that the Paying Agent or the Note Registrar, as applicable, was negligent in ascertaining the pertinent facts.

(d) Neither the Paying Agent nor the Note Registrar shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction given or certificate or other document delivered to any of the Paying Agent or the Note Registrar under this Indenture or any other Transaction Document.

(e) None of the provisions of this Indenture or any other Transaction Document shall require either the Paying Agent or the Note Registrar to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(f) In the absence of bad faith on the part of each of the Paying Agent and the Note Registrar, each of the Paying Agent and the Note Registrar may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate (including, for the avoidance of doubt, any certification relating to satisfaction of the Rating Agency Condition), statement, instrument, opinion, report (including, for the avoidance of doubt, any Noteholders’ Statement), notice, instruction, request, consent, order, approval or other paper or believed by it to be genuine and to have been signed or presented by the proper party or parties, and shall be under no obligation to inquire as to the adequacy, content, accuracy or sufficiency of any such information or be under any obligation to make any calculation (or re-calculation), certification, or verification in respect of any such information and shall not be liable for any loss that may be occasioned thereby. Each of the Paying Agent and the Note Registrar may also, but shall not be required to, rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.

-119-

(g) Whenever in the administration of the provisions of this Indenture or any other Transaction Document either of the Paying Agent or the Note Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter may, in the absence of negligence on the part of the Paying Agent or the Note Registrar, as applicable, be proved and established by a certificate delivered to any of the Paying Agent or the Note Registrar, as applicable, hereunder, and such certificate, in the absence of negligence on the part of the Paying Agent or the Note Registrar shall be full warrant to the Paying Agent and the Note Registrar for any action taken, suffered or omitted by it under the provisions of this Indenture or any other Transaction Document.

(h) Each of the Paying Agent and the Note Registrar, at the expense of the Issuer, may consult with counsel, and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.

(i) Before either of the Paying Agent or the Note Registrar acts or refrains from acting hereunder, it may require and shall be entitled to receive an Officer’s Certificate and/or an opinion of counsel, the costs of which (including, as applicable, the Paying Agent or the Note Registrar’s reasonable and documented attorneys’ fees and expenses) shall be paid by the party requesting that the Paying Agent or the Note Registrar act or refrain from acting. Neither the Paying Agent nor the Note Registrar shall liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or opinion of counsel.

(j) Neither the Paying Agent nor the Note Registrar shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, instruction, request, direction, consent, bond, debenture, entitlement order, approval or other paper or document.

(k) Each of the Paying Agent and the Note Registrar may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (whether affiliated or not), attorneys, custodians or nominees appointed with due care, and shall not be responsible for the supervision of or any action or omission on the part of any agent, attorney, affiliate, custodian or nominee so appointed; provided, however, that the appointment of such agents, attorneys, custodians or nominees shall not relieve the Paying Agent or the Note Registrar of its respective duties and obligations hereunder.

(l) Any corporation or entity into which the Paying Agent or the Note Registrar may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any merger, conversion or consolidation to which the Paying Agent or the Note Registrar, as applicable, shall be a party, or any corporation or entity succeeding to the business of the Paying Agent or the Note Registrar shall be the successor of the Paying Agent or the Note Registrar, as applicable, hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. In case any Notes shall have been authenticated, but not delivered, by the Note Registrar then in office, any successor by merger, conversion or consolidation to such

-120-

authenticating Note Registrar may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Note Registrar had itself authenticated such Notes.

(m) In no event shall either the Paying Agent or the Note Registrar be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Paying Agent or the Note Registrar, as applicable, has been advised of such loss or damage and regardless of the form of action.

(n) In no event shall either the Paying Agent or the Note Registrar be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Paying Agent or the Note Registrar’s reasonable control, including a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world, or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any other Transaction Document or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Paying Agent’s control whether or not of the same class or kind as specified above.

(o) The right of either the Paying Agent or the Note Registrar to perform any permissive or discretionary act enumerated in this Indenture or any other Transaction Document shall not be construed as a duty.

(p) Absent negligence, bad faith or willful misconduct on the part of Wells Fargo Bank, National Association, in acting in each of its capacities under this Indenture and the related Transaction Documents, shall not constitute impermissible self-dealing or a conflict of interest, and the parties hereto hereby waive any conflict of interest presented by such service. Wells Fargo Bank, National Association may act as agent for, provide banking, custodial, collateral agency, verification and other services to, and generally engage in any kind of business, with others to the same extent as if Wells Fargo Bank, National Association, were not a party hereto. Nothing in this Indenture or any other Transaction Document shall in any way be deemed to restrict the right of Wells Fargo Bank, National Association to perform such services for any other person or entity, and the performance of such services for others will not, in and of itself, be deemed to violate or give rise to any duty or obligation to any party hereto not specifically undertaken by Wells Fargo Bank, National Association hereunder or under any other Transaction Document

(q) Neither the Paying Agent nor the Note Registrar shall be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with

-121-

respect to this Indenture or any other Transaction Document other than (x) informational reports required to be prepared by the Paying Agent in connection with payments to Noteholders and (y) for the Paying Agent’s or the Note Registrar’s compensation, as applicable.

(r) Neither the Paying Agent nor the Note Registrar shall be deemed to have notice or knowledge of, or be required to act based on, any event (including whether the Rating Agency Condition has been satisfied) or information (including the sending of any notice) (including any Event of Default, Early Redemption Event or any other default) unless a Responsible Officer of any of the Paying Agent or the Note Registrar, as applicable, has actual knowledge or shall have received written notice thereof. In the absence of such actual knowledge or receipt of such notice, each of the Paying Agent or the Note Registrar may conclusively assume that none of such events have occurred and neither the Paying Agent nor the Note Registrar shall have any obligation or duty to determine whether any Event of Default, Early Redemption Event or any other default has occurred. The delivery or availability of reports or other documents to the Paying Agent or the Note Registrar (including publicly available reports or documents) shall not constitute actual or constructive knowledge or notice of information contained in or determinable from those reports or documents, except for such information that this Indenture specifically requires the Paying Agent or the Note Registrar, as applicable, to examine in such report or document and to take an action with respect thereto.

(s) Knowledge or information acquired by (i) Wells Fargo Bank, National Association in any of its respective capacities hereunder or under any other document related to this transaction shall not be imputed to Wells Fargo Bank, National Association in any of its other capacities hereunder or under such other documents except to the extent their respective duties are performed by Responsible Officers in the same division of Wells Fargo Bank, National Association, and vice versa, and (ii) any Affiliate of Wells Fargo Bank, National Association shall not be imputed to Wells Fargo Bank, National Association in any of its respective capacities, provided that the foregoing shall not relieve the Person acting as the Paying Agent or the Note Registrar, as applicable, from its obligations to perform or responsibility for the manner of performance of its duties in a separate capacity under the Transaction Documents.

(t) Except as expressly required pursuant to the terms of this Indenture, neither the Paying Agent nor the Note Registrar shall be required to make any initial or periodic examination of any documents or records for the purpose of establishing the presence or absence of defects, the compliance by the Issuer or any other Person with its representations and warranties or for any other purpose except as expressly required pursuant to the terms of this Indenture.

(u) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Paying Agent or the Note Registrar shall be subject to the provisions of this Article XVII.

(v) Neither the Paying Agent nor the Note Registrar shall be required to take any action hereunder if it shall have reasonably determined, or shall have been advised by its counsel, that subject to subsection 17.01(z), such action is likely to result in liability on the part

-122-

of the Paying Agent or the Note Registrar, as applicable, or is contrary to the terms hereof or any other Transaction Document to which it is a party or is not in accordance with applicable laws.

(w) Neither the Paying Agent nor the Note Registrar shall be required to give any bond or surety in respect of the execution of the powers under this Indenture on any other Transaction Document.

(x) Neither the Paying Agent nor the Note Registrar shall have any liability with respect to the acts or omissions of any other Person, and may assume compliance by each of the other parties to the Transaction Documents with their obligations thereunder unless a Responsible Officer of the Paying Agent or the Note Registrar, as applicable, has actual knowledge of any such noncompliance or is notified of any such noncompliance in writing.

(y) The recitals contained herein and in the Notes, except, in the case of the Note Registrar, the certificate of authentication, will be taken as the statements of the Issuer, and neither the Paying Agent nor the Note Registrar assumes any responsibility for their correctness. Neither the Paying Agent nor the Note Registrar makes any representation as to the validity, sufficiency or enforceability of this Indenture, the Notes or the other Transaction Documents against any party other than the Paying Agent or Note Registrar, respectively, or as to the perfection or priority of any security interest therein. Neither the Paying Agent nor the Note Registrar will be accountable for the use or application by the Issuer of the proceeds of the issuance of the Notes.

(z) In the event that (i) either the Paying Agent or the Note Registrar is unsure as to the application or interpretation of any provision of this Indenture or any other Transaction Document, (ii) this Agreement is silent or is incomplete as to the course of action that the Paying Agent or the Note Registrar is required or permitted to take with respect to a particular set of facts, or (iii) more than one methodology can be used to make any determination or calculation to be performed by the Paying Agent or the Note Registrar hereunder, then each of the Paying Agent or the Note Registrar, as applicable, may give written notice to the Issuer requesting written instruction. The Issuer may elect in its discretion to provide such instruction. If the Issuer does elect to provide the Paying Agent or the Note Registrar with a written instruction in response to the request, then, to the extent that the Paying Agent or the Note Registrar acts or refrains from acting in good faith in accordance with any such written instruction, neither the Paying Agent nor the Note Registrar, as applicable, shall be personally liable to any Person. Neither the Paying Agent nor the Note Registrar shall be under any obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto at the request, order or direction of any Person, unless such Person with the requisite authority shall have offered to the Paying Agent or the Note Registrar security or indemnity reasonably satisfactory to the Paying Agent or the Note Registrar, as applicable, against the costs, expenses and liabilities (including the reasonable and documented fees and expenses of the Paying Agent or the Note Registrar’s, as applicable, counsel and agents) which may be incurred therein or thereby.

-123-

(ii) Neither the Paying Agent nor the Note Registrar shall have any responsibility or liability for investment losses on Permitted Investments (other than in its individual capacity as an obligor on any Permitted Investments). Each of the Paying Agent and the Note Registrar and its Affiliates is permitted to receive additional compensation that could be deemed to be in the Paying Agent’s or the Note Registrar’s economic self-interest, as applicable, for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation is not payable or reimbursable under Section 17.02 of this Indenture.

(aa) The parties hereto acknowledge that in accordance with requirements established under the USA PATRIOT Act and its implementing regulations (collectively, the “Patriot Act”), each of the Paying Agent and the Note Registrar, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Paying Agent or the Note Registrar, as applicable. Each party hereby agrees that it shall provide the Paying Agent and the Note Registrar with such information in its possession as the Paying Agent or the Note Registrar may request from time to time in order to comply with any applicable requirements of the Patriot Act.

(bb) Every provision of this Indenture or any other Transaction Document relating to the conduct of, affecting the liability of, or affording protection to the Paying Agent or the Note Registrar, as applicable, shall be subject to the provisions of this Section 17.01.

(cc) Wells Fargo Bank, National Association will perform its obligations as Paying Agent and as Note Registrar hereunder through its Corporate Trust Services division (including, as applicable, any agents (whether affiliated or not) utilized thereby as set forth in subsection 17.01(k)).

Section 17.02. Compensation; Reimbursement; Indemnification.

(a) The Issuer agrees to:

(1) pay to the Paying Agent and the Note Registrar from time to time the compensation set forth in a separate fee letter (which compensation shall not be limited by any law on compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, reimburse each of the Paying Agent and the Note Registrar, in each case, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Paying Agent or the Note Registrar, as applicable, in accordance with any provision of this Indenture or any other Transaction Document (including the expenses incurred in connection with notices or other communications to the Noteholders and the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense,

-124-

disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and

(3) indemnify, defend and hold harmless each of the Paying Agent and the Note Registrar (as such and in each of its individual capacities) and each of its officers, directors, agents and employees against any and all loss, suit, claim, judgment, liability or expense (including the reasonable fees and expenses of counsel) incurred by it in connection with the administration of this Indenture and any other Transaction Document and the performance of its duties hereunder and under the other Transaction Documents without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture and any other Transaction Document, including the costs and expenses of defending itself against any claim or liability (whether asserted by the Issuer, the Servicer, any Holder or any other Person), and including any claim arising from the failure by the Issuer or the Servicer to pay when due any sales, excise, transfer or personal taxes relating to the Receivables and including any costs or expenses incurred in respect of enforcement of its right to indemnity under this Section 17.02.

With respect to the payment of these fees, reimbursement amounts and indemnities, each of the Paying Agent and the Note Registrar will have no recourse to any asset of the Issuer other than funds available pursuant to Section 7.06 or to any Person other than the Issuer. Except as specified in Section 7.06, any such compensation, reimbursement or indemnity payment to the Paying Agent or the Note Registrar shall be subordinate to payments to be made to the Noteholders.

(b) This Section 17.02 shall survive the resignation and removal of the Paying Agent or the Note Registrar, as applicable, and the discharge of this Indenture.

Section 17.03. Representations and Covenants of the Paying Agent and the Note Registrar. Each of the Paying Agent and the Note Registrar represents that:

(i) it is a national banking association duly organized and validly existing under the laws of the United States of America;

(ii) it has full power and authority to execute, deliver and perform this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and other documents to which it is a party; and

(iii) Each of this Indenture and other documents to which it is a party has been duly executed and delivered by the Paying Agent or the Note Registrar, as applicable, and constitutes its legal, valid and binding obligation in accordance with its terms.

Section 17.04. Successor Paying Agent or Note Registrar. Each of the Paying Agent and the Note Registrar may resign at any time by giving at least thirty (30) days’ prior written notice

-125-

thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent or Note Registrar, as applicable, that is satisfactory to the Issuer has been appointed hereunder. Each of the Paying Agent and the Note Registrar may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent or the Note Registrar, as applicable, from the Issuer. Upon any such resignation or removal, the Issuer shall have the right to appoint a successor Paying Agent or Note Registrar, as applicable. If no successor Paying Agent or Note Registrar, as applicable, shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s or Note Registrar’s, as applicable, giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent or Note Registrar, as applicable, may, at the sole expense (including all fees, costs, and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Issuer, petition a court of competent jurisdiction to appoint a successor Paying Agent or Note Registrar, as applicable. Upon the acceptance of any appointment as Paying Agent or Note Registrar hereunder by a successor Paying Agent or Note Registrar, as applicable, such successor Paying Agent or Note Registrar, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the exiting Paying Agent or Note Registrar, and the exiting Paying Agent or Note Registrar, as applicable, shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s or Note Registrar’s resignation hereunder, the provisions of this Article XVII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Paying Agent or Note Registrar, as applicable, hereunder. In the event that Wells Fargo Bank, National Association resigns or is removed in its capacity as Paying Agent or as Note Registrar, it shall also resign or be removed as Paying Agent or as Note Registrar, as applicable, hereunder.

-126-

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

WF CARD ISSUANCE TRUST, by WF Card Funding, LLC, as Beneficiary
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as Paying Agent and as Note Registrar

By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and not in its individual capacity

By:
	Name:
	Title:

Acknowledged and Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer

By:
	Name:
	Title:

EXHIBIT A

[FORM OF] INVESTMENT LETTER

[Date]

Wells Fargo Bank, National Association, as Note Registrar

MAC N9300-061

600 S. 4^th Street

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services – Asset-Backed Administration

[WF Card Issuance Trust]

[Address]

[Attention: ]

Re: Purchase of $________^* principal amount of

WF Card Issuance Trust, Series [_], Class [_] Notes

Ladies and Gentlemen:

In connection with our purchase of the above Notes (the “Notes”) we confirm that:

(1) We understand that the Notes are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold to us in a transaction that is exempt from the registration requirements under the Securities Act.

(2) Any information we desire concerning the Notes or any other matter relevant to our decision to purchase the Notes is or has been made available to us.

(3) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and we (and any account for which we are purchasing under paragraph (iv) below) are able to bear the economic risk of an investment in the Notes. We (and any account for which we are purchasing under paragraph (iv) below) are an “accredited investor” (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the Securities Act).

(4) We are acquiring the Notes for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Notes, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control;

^*  Not less than $250,000 minimum principal amount.

A-1

(5) We agree that the Notes must be held indefinitely by us unless subsequently registered under the Securities Act or an exemption from any registration requirements under the Securities Act and any applicable state securities law is available;

(6) We agree that in the event that at some future time we wish to dispose of or exchange any of the Notes (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Notes unless:

(a)(i) the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (iii) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or

(b) the Notes are transferred pursuant to Rule 144 under the Securities Act by us after we have held them for more than three years; or

(c) the Notes are sold in any other transaction that does not require registration under the Securities Act and, if the Issuer, the Servicer, the Indenture Trustee or the Note Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or

(d) the Notes are transferred pursuant to an exception from the registration requirements under the Securities Act under Rule 144A under the Securities Act; and

(7) We understand that the Notes will bear a legend to substantially the following effect:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

This legend may be removed if the Issuer, the Indenture Trustee and the Note Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that the legend may be removed.

A-2

“Eligible Purchaser” means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein. “Eligible Dealer” means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture dated as of [________ __, ____], between WF Card Issuance Trust and U.S. Bank National Association, as indenture trustee.

Very truly yours,

(Name of Purchaser)

By
	(Responsible Officer)

A-3

EXHIBIT B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by each of the Paying Agent and the Indenture Trustee (which, in the case of the Indenture Trustee, would be delivered only in the limited circumstances contemplated by Section 14.04 of this Indenture) shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria” or such criteria as mutually agreed upon by the Issuer and the Paying Agent or the Indenture Trustee, as applicable:

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.			X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.			X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.			X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.			X
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	X*		X*
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.	X***		X***

B-1

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X***
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.			X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X***
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of 240.13k-1(b)(1) of this chapter.	X***
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.			X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.			X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.			X

B-2

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
	Specifically, such reports (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X***
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	X***
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X***
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.			X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements			X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.			X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related credit card accounts documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.			X
1122(d)(4)(v)	The servicer’s records regarding the pool assets agree with the servicer’s records with			X

B-3

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
	respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.			X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.			X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).			X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.			X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,			X

B-4

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
	as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.			X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.			X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.			X

^* Inapplicable to the Paying Agent. Inapplicable to the Indenture Trustee, except in the limited circumstances contemplated by Section 14.04 of the Indenture.

^** Applicable to the Paying Agent. Inapplicable to the Indenture Trustee, except in the limited circumstances contemplated by Section 14.04 of the Indenture.

^*** Applicable to the Paying Agent. Inapplicable to the Indenture Trustee.

B-5

EXHIBIT C

FORM OF ANNUAL CERTIFICATION

Re: The Indenture dated as of [________ __, ____] (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among WF Card Issuance Trust, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Paying Agent and as Note Registrar, and U.S. Bank National Association, as Indenture Trustee

I, ______________, the __________ of [NAME OF COMPANY] (the “Company”), certify to the WF Card Funding, LLC (the “Transferor”), Wells Fargo Bank, National Association, (the “Servicer”) and WF Card Issuance Trust (the “Issuer”) [, and any other Person that will be responsible for signing the Sarbanes Certification], and their respective officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and any other information provided in furtherance of Item 1122(c) of Regulation AB pursuant to subsection 14.04(c) of the Agreement (the “Servicing Assessment Supplemental Information”), that were delivered by the Company to the Issuer, the Transferor, and the Servicer pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information;

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Issuer, the Transferor, and the Servicer; and

(4) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement.

C-1

Initially capitalized terms used but not otherwise defined in this Certification have the meanings assigned thereto in (or by reference in) the Agreement.

Date:

By:

Name:

Title:

C-2

EXHIBIT D

[FORM OF] NOTICE OF EXCLUSIVE CONTROL

Date: ____________________

To: Wells Fargo Bank, National Association, as Paying Agent

600 S 4th St.

MAC N9300-061

Minneapolis, MN 55415

Attention: Corporate Trust Services - Asset Backed Administration

Facsimile: [__]

E-mail: [__]@wellsfargo.com

Re: Indenture

NOTICE OF EXCLUSIVE CONTROL

Reference is made to that certain Indenture, dated as of [________ __, ____], (as may have been amended, modified, supplemented or restated from time to time in accordance with its terms, the “Indenture”), by and among WF CARD ISSUANCE TRUST, a Delaware statutory trust (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as paying agent (in such capacity, the “Paying Agent”) and as note registrar, and U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Indenture.

This notice constitutes a “Notice of Exclusive Control” under the Indenture. Pursuant to the terms of the Indenture, we hereby give you notice to cease honoring the Issuer’s or the Servicer’s instructions with respect to the Trust Accounts, and to immediately comply with the terms and conditions set forth in the Indenture relevant to the transfer of exclusive control of the Trust Accounts, any financial assets credited thereto, any funds on deposit therein, and any other property held therein to the Indenture Trustee.

Please acknowledge your receipt of this notice by returning a countersigned copy of this notice to the Indenture Trustee.

Very truly yours,
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Name:
	Title:

D-1

SCHEDULE I

REQUIREMENTS OF FDIC RULE

As required by the FDIC Rule:

(a) As used in this Schedule, references to (i) the “sponsor” shall mean WFBNA, (ii) the “Issuer” shall mean, collectively, the Transferor, the Issuer and each other transferee of the Transferred Assets that is an “Issuer” as defined in the FDIC Rule, (iii) the “servicer” shall mean the Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule, (iv) “obligations” or “securitization obligations” shall mean the Notes, and (v) “financial assets” and “securitized financial assets” shall mean the Transferred Assets.

(b) Payment of principal and interest on the securitization obligations must be primarily based on the performance of financial assets that are transferred to the Issuer and, except for interest rate or currency mismatches between the financial assets and the obligations, shall not be contingent on market or credit events that are independent of such financial assets.

(c) The Issuer shall make available to investors, information describing the financial assets, obligations, capital structure, compensation of relevant parties, and relevant historical performance data set forth below:

(i) In the case of an issuance of obligations that is subject to 17 CFR part 229, subpart 229.1100 (Regulation AB of the Securities and Exchange Commission (Regulation AB)), the documents shall require that, on or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any event, at least once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets shall be disclosed to all potential investors at the financial asset or pool level, as appropriate for the financial assets, and security-level to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. The documents shall require that such information and its disclosure, at a minimum, shall comply with the requirements of Regulation AB. Information that is unknown or not available to the sponsor or the issuer after reasonable investigation may be omitted if the issuer includes a statement in the offering documents disclosing that the specific information is otherwise unavailable;

(ii) On or prior to issuance of obligations, the structure of the securitization and the credit and payment performance of the obligations shall be disclosed, including the capital or tranche structure, the priority of payments and specific subordination features; representations and warranties made with respect to the financial assets, the remedies for and the time permitted for cure of any breach of representations and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted by the FDIC Rule, any waterfall triggers or priority of payment reversal features; and policies governing delinquencies, servicer advances, loss mitigation, and write-offs of financial assets;

Sch I-1

(iii) While obligations are outstanding, the Issuer shall provide to investors information with respect to the credit performance of the obligations and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification data for the financial assets, substitutions and removal of financial assets, servicer advances, as well as losses that were allocated to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche in relation to the securitization as a whole; and

(iv) The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any mortgage or other broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such securitization shall be disclosed. The Issuer shall provide to investors while any obligations are outstanding any changes to such information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties.

(d) The obligations shall not be predominantly sold to an Affiliate (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with the sponsor) or insider of the sponsor.

(e) To the extent serving as servicer or paying agent for the securitization, the sponsor shall not comingle amounts received with respect to the financial assets with its own assets except for the time, not to exceed two business days, necessary to clear any payments received.

Sch I-2

EX-4.3

EXHIBIT 4.3

WF CARD ISSUANCE TRUST

as Issuer

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Paying Agent, and Note Registrar

and

U.S. BANK NATIONAL ASSOCIATION

as Indenture Trustee

FORM OF WFCARDSERIES INDENTURE SUPPLEMENT

Dated as of [________ __, ____]

to

INDENTURE

Dated as of [________ __, ____]

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
Section 1.01.	Definitions		1
Section 1.02.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL		25
Section 1.03.	Counterparts		26
Section 1.04.	Ratification of Indenture		26
ARTICLE II	THE NOTES		27
Section 2.01.	Creation, Designation, and Continuation		27
Section 2.02.	New Issuances of Notes		27
Section 2.03.	Required Subordinated Amount Conditions to Issuance of a Tranche of a Senior Class of Notes		28
Section 2.04.	Reports		31
ARTICLE III	ALLOCATIONS		32
Section 3.01.	Allocations		32
Section 3.02.	Allocation of Interchange; Allocation of Investment Earnings		33
Section 3.03.	Required Deposit Limitations		34
ARTICLE IV	FURTHER ALLOCATIONS, DEPOSITS AND PAYMENTS		36
Section 4.01.	Allocations of WFCardSeries Available Funds		36
Section 4.02.	Targeted Deposits to the Interest Funding Account		37
Section 4.03.	Allocations of WFCardSeries Available Funds to Interest Funding Sub-Accounts		37
Section 4.04.	Amounts to Be Treated as WFCardSeries Available Funds; Payments Received from Derivative Counterparties for Interest in Foreign Currencies; Other Deposits to the Interest Funding Sub-Accounts		38
Section 4.05.	Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation Amount of Subordinated Classes		40
Section 4.06.	Allocations of Reimbursements of Nominal Liquidation Amount Deficits		42
Section 4.07.	Application of WFCardSeries Available Principal Amounts		43
Section 4.08.	Allocation of Servicing Fee Shortfalls		46
Section 4.09.	Computation of Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of WFCardSeries Available Principal Amounts		46
Section 4.10.	Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account		50
Section 4.11.	Allocations among Principal Funding Sub-Accounts		51

-i-

Section 4.12.	Amounts to Be Treated as WFCardSeries Available Principal Amounts; Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding sub-Accounts	53
Section 4.13.	Withdrawals from Interest Funding Account	54
Section 4.14.	Withdrawals from Principal Funding Account	55
Section 4.15.	Limit on Deposits to the Principal Funding Sub-Account of Subordinated Note; Limit on Repayments of all Tranches	57
Section 4.16.	Calculation of Nominal Liquidation Amount	58
Section 4.17.	Reinvestment in Principal Receivables	59
Section 4.18.	Netting of Deposits and Payments	59
Section 4.19.	Pro rata Payments within a Tranche	60
Section 4.20.	Sale of Receivables for Accelerated Notes or on a Legal Maturity Date	60
Section 4.21.	Calculation of Prefunding Target Amount	61
Section 4.22.	Targeted Deposits to the Class C Reserve Account	64
Section 4.23.	Withdrawals from the Class C Reserve Account	64
Section 4.24.	Targeted Deposits to the Class D Reserve Account	65
Section 4.25.	Withdrawals from the Class D Reserve Account	66
Section 4.26.	Targeted Deposits to the Accumulation Reserve sub-Accounts	67
Section 4.27.	Withdrawals from the Accumulation Reserve sub-Accounts	67
Section 4.28.	Computation of Interest	68
Section 4.29.	Excess Available Funds Sharing	68
Section 4.30.	Excess Available Principal Amounts Sharing	68
ARTICLE V	EARLY REDEMPTION OF NOTES	70
Section 5.01.	Early Redemption Events	70
ARTICLE VI	ACCOUNTS AND INVESTMENTS	72
Section 6.01.	Accounts	72
ARTICLE VII	SERVICING COMPENSATION	74
Section 7.01.	Serving Compensation	74

-ii-

EXHIBITS

EXHIBIT A-1	[FORM OF] CLASS A NOTE
EXHIBIT A-2	[FORM OF] CLASS B NOTE
EXHIBIT A-3	[FORM OF] CLASS C NOTE
EXHIBIT A-4	[FORM OF] CLASS D NOTE
EXHIBIT B	[FORM OF] WFCARDSERIES MONTHLY NOTEHOLDERS’ STATEMENT
SCHEDULE I	LIST OF TERMS DOCUMENTS

-iii-

This WFCARDSERIES INDENTURE SUPPLEMENT (this “Indenture Supplement”) by and among WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at c/o Wilmington Trust, National Association, as Owner Trustee, 1100 North Market Street, Wilmington, Delaware 19890-0001, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as Paying Agent, and as Note Registrar (each as defined in the Indenture, as defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of [________ __, ____] and supplements the INDENTURE, dated as of [________ __, ____], by and among the Issuer, the Paying Agent, the Note Registrar and the Indenture Trustee (the “Indenture”).

Pursuant to this Indenture Supplement, the Issuer shall create a new series of Notes and shall specify the principal terms thereof.

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(1) The terms defined in this Article have the meanings assigned to them in this Article.

(2) All other terms used herein which are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein. All terms defined or included by reference in this Indenture Supplement shall have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(3) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein, and accounting terms partially defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained herein shall control. The term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(4) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture Supplement shall refer to this Indenture Supplement as a whole and not to any particular provision of this Indenture Supplement; and Section,

1

subsection, Schedule and Exhibit references contained in this Indenture Supplement are references to Sections, subsections, Schedules and Exhibits in or to this Indenture Supplement unless otherwise specified. The term “including” and words of similar import will be deemed to be followed by “without limitation.” The canon of ejusdem generis may be applied only in the context of this Indenture Supplement’s purpose and not merely in the context of a particular phrase.

(5) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Indenture Supplement shall be controlling.

(6) A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns. Wherever from the context it appears appropriate, each term defined in either the singular or the plural form incorporates both the singular and the plural form of such term.

(7) Each capitalized term defined herein shall relate only to the WFCardSeries Notes and no other Series of Notes issued by the Issuer.

“Accumulation Commencement Date” means, for each Tranche of Notes, the first Business Day of the month that is twelve (12) whole calendar months prior to the Expected Principal Payment Date for such Tranche of Notes; provided, however, that, if the Accumulation Period Length for such Tranche of Notes is less than twelve (12) months, the Accumulation Commencement Date will be the first Business Day of the month that is the number of whole months prior to such Expected Principal Payment Date at least equal to the Accumulation Period Length and, as a result, the number of Monthly Periods during the period from the Accumulation Commencement Date to such Expected Principal Payment Date will at least equal the Accumulation Period Length.

“Accumulation Period Length” has the meaning specified in subsection 4.10(b)(ii).

“Accumulation Reserve Account” means the trust account designated as such and established pursuant to subsection 6.01(a).

“Accumulation Reserve sub-Account” has the meaning specified in subsection 6.01(a).

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

2

“Aggregate Series Available Funds Shortfall” means the sum of the Series Available Funds Shortfalls (as such term is defined in each of the related Indenture Supplements) for each Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One.

“Aggregate Series Available Principal Amount Shortfall” means the sum of the Series Available Principal Amounts Shortfalls (as such term is defined in each of the related Indenture Supplements) for each Excess Available Principal Amounts Sharing Series in Excess Available Principal Amounts Sharing Group One.

“Allocation Reset Date” means, with respect to any Monthly Period, any date on which (a) the aggregate Nominal Liquidation Amount of all Notes is increased as a result of (i) the issuance of a new Tranche of Notes or the issuance of additional Notes in an Outstanding Tranche of Notes during such Monthly Period, (ii) the accretion of principal on Discount Notes during such Monthly Period, or (iii) a release of prefunded amounts (other than prefunded amounts deposited during such Monthly Period) from a Principal Funding sub-Account for any Note during such Monthly Period, (b) an Addition Date occurs or (c) a Removal Date, other than with respect to account removals occurring pursuant to Section 2.07(c) of the Transfer Agreement.

“Available Funds” means, with respect to the WFCardSeries, on any Transfer Date, the WFCardSeries Available Funds with respect to such Transfer Date.

“Available Principal Amounts” means, with respect to the WFCardSeries and any Transfer Date, the WFCardSeries Available Principal Amounts with respect to such Transfer Date.

“Class A Notes” means a Note specified in the applicable Terms Document as belonging to Class A.

“Class A Required Subordinated Amount” means, with respect to any Tranche of Class A Notes, the aggregate Nominal Liquidation Amount of Class B Notes, Class C Notes or Class D Notes, as the case may be, as specified in the applicable Terms Document for such Tranche of Class A Notes, that is required to be outstanding and available on any date such Tranche of Class A Notes is Outstanding.

“Class A Unused Subordinated Amount of Class B Notes” means for any Tranche of Outstanding Class A Notes, with respect to any Transfer Date, an amount equal to the Class A Required Subordinated Amount of Class B Notes minus the Class A Usage of the Class B Required Subordinated Amount, each as of such Transfer Date.

“Class A Unused Subordinated Amount of Class C Notes” means for any Tranche of Outstanding Class A Notes, with respect to any Transfer Date, an amount equal to the Class A Required Subordinated Amount of Class C Notes minus the Class A Usage of the Class C Required Subordinated Amount, each as of such Transfer Date.

3

“Class A Unused Subordinated Amount of Class D Notes” means for any Tranche of Outstanding Class A Notes, with respect to any Transfer Date, an amount equal to the Class A Required Subordinated Amount of Class D Notes minus the Class A Usage of the Class D Required Subordinated Amount, each as of such Transfer Date.

“Class A Usage of Class B Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class A Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class A Usage of Class B Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class A Notes after giving effect to the previous clauses, if any):

(a) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated to Class B Notes pursuant to subsection 4.05(a) which did not result in a Class A Usage of Class C Required Subordinated Amount or a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(b) the amount of Investor Charge-Offs initially allocated to that Tranche of Class A Notes pursuant to subsection 4.05(a) and then reallocated on such Transfer Date to Class B Notes pursuant to subsection 4.05(b); plus

(c) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the Interest Funding sub-Account for that Tranche of Class A Notes pursuant to subsection 4.07(a) which did not result in a Class A Usage of Class C Required Subordinated Amount or a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(d) the aggregate amount of WFCardSeries Available Principal Amounts reallocated to pay any amount to the Servicer for such Tranche of Class A Notes pursuant to subsection 4.07(d) which did not result in a Class A Usage of Class C Required Subordinated Amount or a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; minus

(e) an amount (not to exceed the Class A Usage of Class B Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (a) through (d) above) equal to the sum of (x) the product of (A) a fraction, the numerator of which is the Class A Usage of Class B Required Subordinated Amount (prior to giving effect to any reimbursement of Class B Nominal Liquidation Amount Deficits on such Transfer Date) for such Tranche of Class A Notes and the denominator of which is the aggregate Class B Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class B Notes, times (B) the aggregate amount of the Nominal

4

Liquidation Amount Deficits of all Class B Notes which are reimbursed on such Transfer Date pursuant to subsection 4.06(b), plus (y) if the aggregate Class A Usage of Class B Required Subordinated Amount (prior to giving effect to any reimbursement of Class B Nominal Liquidation Amount Deficits on such Transfer Date) for all Class A Notes exceeds the aggregate Class B Nominal Liquidation Amount Deficits of all Class B Notes (prior to giving effect to any reimbursement on such Transfer Date), the product of (A) a fraction, the numerator of which is the amount of such excess and the denominator of which is the sum of (i) the aggregate Class C Nominal Liquidation Amount Deficits and (ii) the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to any reimbursement of a Class C Nominal Liquidation Amount Deficit or a Class D Nominal Liquidation Amount Deficit on such Transfer Date) of all Class C Notes and Class D Notes, times (B) the sum of (i) the aggregate amount of the Nominal Liquidation Amount Deficits of any Tranche of Class C Notes and (ii) the aggregate amount of the Nominal Liquidation Amount Deficits of any Tranche of Class D Notes (prior to giving effect to such reimbursement) which are reimbursed on such Transfer Date times (C) a fraction, the numerator of which is the Class A Usage of Class B Required Subordinated Amount of such Tranche of Class A Notes (prior to giving effect to such reimbursement) and the denominator of which is the Class A Usage of Class B Required Subordinated Amount for all Class A Notes (prior to giving effect to such reimbursement).

“Class A Usage of Class C Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class A Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class A Usage of Class C Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes after giving effect to the previous clauses, if any):

(a) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to all Class C Notes pursuant to subsection 4.05(a) which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(b) the amount of Investor Charge-Offs initially allocated to that Tranche of Class A Notes pursuant to subsection 4.05(a) and then reallocated on such Transfer Date to Class C Notes pursuant to subsection 4.05(b); plus

(c) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs

5

initially allocated to Class B Notes pursuant to subsection 4.05(a) and then reallocated on such Transfer Date to Class C Notes pursuant to subsection 4.05(b); plus

(d) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the Interest Funding sub-Account for that Tranche of Class A Notes pursuant to subsection 4.07(a) which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(e) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the Interest Funding sub-Account for any Tranche of Class B Notes pursuant to subsection 4.07(b) which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(f) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the Servicer for such Tranche of Class A Notes pursuant to subsection 4.07(d) which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; plus

(g) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the Servicer for any Tranche of Class B Notes pursuant to subsection 4.07(e) which did not result in a Class A Usage of Class D Required Subordinated Amount for such Tranche of Class A Notes on such Transfer Date; minus

(h) an amount (not to exceed the Class A Usage of Class C Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (a) through (g) above) equal to the sum of (x) the product of (A) a fraction, the numerator of which is the Class A Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of Class C Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class A Notes and the denominator of which is the aggregate Class C Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class C Notes, times (B) the aggregate Nominal Liquidation Amount Deficits of all Class C Notes which are reimbursed on such Transfer Date pursuant to subsection 4.06(c) plus (y) if the aggregate Class A Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of Class C

6

Nominal Liquidation Amount Deficits on such Transfer Date) for all Class A Notes exceeds the aggregate Class C Nominal Liquidation Amount Deficits of all Class C Notes (prior to giving effect to any reimbursement on such Transfer Date), the product of (A) a fraction, the numerator of which is the amount of such excess and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to any reimbursement of a Class D Nominal Liquidation Amount Deficit on such Transfer Date) of all Class D Notes, times (B) the aggregate amount of the Nominal Liquidation Amount Deficits of any Tranche of Class D Notes (prior to giving effect to such reimbursement) which are reimbursed on such Transfer Date times (C) a fraction, the numerator of which is the Class A Usage of Class C Required Subordinated Amount of such Tranche of Class A Notes (prior to giving effect to such reimbursement) and the denominator of which is the Class A Usage of Class C Required Subordinated Amount for all Class A Notes (prior to giving effect to such reimbursement).

“Class A Usage of Class D Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class D Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class A Usage of Class D Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class A Unused Subordinated Amount of Class D Notes for such Tranche of Class A Notes after giving effect to the previous clauses, if any):

(a) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class D Notes for such Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class D Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to all Class D Notes pursuant to subsection 4.05(a); plus

(b) the amount of Investor Charge-Offs initially allocated to that Tranche of Class A Notes pursuant to subsection 4.05(a) and then reallocated on such Transfer Date to Class D Notes pursuant to subsection 4.05(b); plus

(c) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated to Class B Notes pursuant to subsection 4.05(a) and then reallocated on such Transfer Date to Class D Notes pursuant to subsection 4.05(b); plus

(d) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs

7

initially allocated to Class C Notes pursuant to subsection 4.05(a) and then reallocated on such Transfer Date to Class D Notes pursuant to subsection 4.05(b); plus

(e) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the Interest Funding sub-Account for that Tranche of Class A Notes pursuant to subsection 4.07(a); plus

(f) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the Interest Funding sub-Account for any Tranche of Class B Notes pursuant to subsection 4.07(b); plus

(g) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to the Interest Funding sub-Account for any Tranche of Class C Notes pursuant to subsection 4.07(c); plus

(h) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the Servicer for such Tranche of Class A Notes pursuant to subsection 4.07(d); plus

(i) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class B Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the Servicer for any Tranche of Class B Notes pursuant to subsection 4.07(e); plus

(j) an amount equal to the product of (A) a fraction, the numerator of which is the Class A Unused Subordinated Amount of Class C Notes for that Tranche of Class A Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such Transfer Date to pay any amount to the Servicer for any Tranche of Class C Notes pursuant to subsection 4.07(f); minus

(k) an amount (not to exceed the Class A Usage of Class D Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (a) through (j) above) equal to the product of (A) a fraction, the numerator of which is the

8

Class A Usage of Class D Required Subordinated Amount (prior to giving effect to any reimbursement of Class D Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class A Notes and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes, times (B) the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such Transfer Date pursuant to subsection 4.06(d).

“Class B Notes” means a Note specified in the applicable Terms Document to this Indenture Supplement as belonging to Class B.

“Class B Required Subordinated Amount” means, with respect to any Tranche of Class B Notes, the aggregate Nominal Liquidation Amount of Class C Notes or Class D Notes, as the case may be, as specified in the applicable Terms Document for such Tranche of Class B Notes, that is required to be outstanding and available on any date such Tranche of Class B Notes is Outstanding.

“Class B Unused Subordinated Amount of Class C Notes” means for any Tranche of Outstanding Class B Notes, with respect to any Transfer Date, an amount equal to the Class B Required Subordinated Amount of Class C Notes minus the Class B Usage of Class C Required Subordinated Amount, each as of such Transfer Date.

“Class B Unused Subordinated Amount of Class D Notes” means for any Tranche of Outstanding Class B Notes, with respect to any Transfer Date, an amount equal to the Class B Required Subordinated Amount of Class D Notes minus the Class B Usage of Class D Required Subordinated Amount, each as of such Transfer Date.

“Class B Usage of Class C Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class B Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class B Usage of Class C Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class B Unused Subordinated Amount of Class C Notes for such Tranche of Class B Notes after giving effect to the previous clauses, if any):

(a) an amount equal to the product of (A) a fraction, the numerator of which is the Class B Unused Subordinated Amount of Class C Notes for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to Class C Notes pursuant to subsection 4.05(a) which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(b) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal

9

Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the sum of (i) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class C Required Subordinated Amount plus (ii) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class B Required Subordinated Amount; plus

(c) the amount of Investor Charge-Offs initially allocated to that Tranche of Class B Notes pursuant to subsection 4.05(a) and then reallocated on such date to Class C Notes pursuant to subsection 4.05(b); plus

(d) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes pursuant to subsection 4.07(a) which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(e) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for that Tranche of Class B Notes pursuant to subsection 4.07(b) which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(f) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes pursuant to subsection 4.07(d) which did not result in a Class B Usage of Class D Required Subordinated Amount for such Tranche of Class B Notes on such Transfer Date; plus

(g) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for that Tranche of Class B Notes pursuant to subsection 4.07(e) which did not result in a Class B Usage of Class D Required Subordination Amount on such Transfer Date; minus

(h) an amount (not to exceed the Class B Usage of Class C Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (a) through (g) above) equal to the product of (A) a fraction, the numerator of which is the

10

Class B Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of Class C Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class B Notes and the denominator of which is the aggregate Class C Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class C Notes, times (B) the aggregate Nominal Liquidation Amount Deficits of all Class C Notes which are reimbursed on such date pursuant to subsection 4.06(c) plus (y) if the aggregate Class B Usage of Class C Required Subordinated Amount (prior to giving effect to any reimbursement of Class C Nominal Liquidation Amount Deficits on such Transfer Date) for all Class B Notes exceeds the aggregate Class C Nominal Liquidation Amount Deficits of all Class C Notes (prior to giving effect to any reimbursement on such Transfer Date), the product of (A) a fraction, the numerator of which is the amount of such excess and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to any reimbursement of a Class D Nominal Liquidation Amount Deficit on such Transfer Date) of all Class D Notes, times (B) the aggregate amount of the Nominal Liquidation Amount Deficits of any Tranche of Class D Notes (prior to giving effect to such reimbursement) which are reimbursed on such Transfer Date times (C) a fraction, the numerator of which is the Class B Usage of Class C Required Subordinated Amount of such Tranche of Class B Notes (prior to giving effect to such reimbursement) and the denominator of which is the Class B Usage of Class C Required Subordinated Amount for all Class B Notes (prior to giving effect to such reimbursement).

“Class B Usage of Class D Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class B Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class B Usage of Class D Required Subordinated Amount as of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class B Unused Subordinated Amount of Class D Notes for such Tranche of Class B Notes after giving effect to the previous clauses, if any):

(a) an amount equal to the product of (A) a fraction, the numerator of which is the Class B Unused Subordinated Amount of Class D Notes for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class D Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to Class D Notes pursuant to subsection 4.05(a); plus

(b) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the sum of (i) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class D Required Subordinated Amount plus (ii) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated

11

Amount of Class B Notes that was included in Class A Usage of Class C Required Subordinated Amount plus (iii) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class B Notes that was included in Class A Usage of Class B Required Subordinated Amount; plus

(c) the amount of Investor Charge-Offs initially allocated on such date to that Tranche of Class B Notes pursuant to subsection 4.05(a) and then reallocated on such date to Class D Notes pursuant to subsection 4.05(b); plus

(d) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated on such date to Class C Notes pursuant to subsection 4.05(a) and then reallocated on such date to Class D Notes pursuant to subsection 4.05(b); plus

(e) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes pursuant to subsection 4.07(a); plus

(f) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for that Tranche of Class B Notes pursuant to subsection 4.07(b); plus

(g) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class C Notes pursuant to subsection 4.07(c); plus

(h) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for any Tranche of Class A Notes that has

12

a Class A Unused Subordinated Amount of Class B Notes pursuant to subsection 4.07(d); plus

(i) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for that Tranche of Class B Notes pursuant to subsection 4.07(e); plus

(j) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class B Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class B Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for any Tranche of Class C Notes pursuant to subsection 4.07(f); minus

(k) an amount (not to exceed the Class B Usage of Class D Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (a) through (j) above) equal to the product of (A) a fraction, the numerator of which is the Class B Usage of Class D Required Subordinated Amount (prior to giving effect to any reimbursement of Class D Nominal Liquidation Amount Deficits on such Transfer Date) for that Tranche of Class B Notes and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes, times (B) the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such date pursuant to subsection 4.06(d).

“Class C Notes” means a Note specified in the applicable Terms Document as belonging to Class C.

“Class C Required Subordinated Amount” means, with respect to any Tranche of Class C Notes, the aggregate Nominal Liquidation Amount of Class D Notes as specified in the applicable Terms Document for such Tranche of Class C Notes, that is required to be outstanding and available on any date such Tranche of Class C Notes is Outstanding.

“Class C Reserve Account” means the trust account designated as such and established pursuant to subsection 6.01(a).

“Class C Reserve sub-Account” has the meaning specified in subsection 6.01(a).

“Class C Unused Subordinated Amount of Class D Notes” means for any Tranche of Outstanding Class C Notes, with respect to any Transfer Date, an amount equal to the Class C Required Subordinated Amount of Class D Notes minus the Class C Usage of Class D Required Subordinated Amount, each as of such Transfer Date.

“Class C Usage of Class D Required Subordinated Amount” means, with respect to any Tranche of Outstanding Class C Notes, zero on the date of issuance of such Tranche and on any Transfer Date thereafter the Class C Usage of Class D Required Subordinated Amount as

13

of the preceding date of determination plus the sum of the following amounts (in each case, such amount shall not exceed the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to the previous clauses, if any):

(a) an amount equal to the product of (A) a fraction, the numerator of which is the Class C Unused Subordinated Amount of Class D Notes for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class D Notes (as of the last day of the preceding Monthly Period), times (B) the aggregate amount of Investor Charge-Offs initially allocated on such Transfer Date to Class D Notes pursuant to subsection 4.05(a); plus

(b) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the sum of (i) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class C Notes that was included in Class A Usage of Class D Required Subordinated Amount plus (ii) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class C Notes that was included in Class A Usage of Class C Required Subordinated Amount plus (iii) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class A Note that has a Class A Unused Subordinated Amount of Class C Notes that was included in Class A Usage of Class B Required Subordinated Amount; plus

(c) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the sum of (i) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class B Note that has a Class B Unused Subordinated Amount of Class C Notes that was included in Class B Usage of Class D Required Subordinated Amount plus (ii) the aggregate amount of Investor Charge-Offs initially allocated on such date to any Class B Note that has a Class B Unused Subordinated Amount of Class C Notes that was included in Class B Usage of Class C Required Subordinated Amount; plus

(d) the amount of Investor Charge-Offs initially allocated on such date to that Tranche of Class C Notes pursuant to subsection 4.05(a) and then reallocated on such date to Class D Notes pursuant to subsection 4.05(b); plus

(e) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal

14

Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class C Notes pursuant to subsection 4.07(a); plus

(f) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for any Tranche of Class B Notes that has a Class B Unused Subordinated Amount of Class C Notes pursuant to subsection 4.07(b); plus

(g) the amount of WFCardSeries Available Principal Amounts reallocated on such date to the Interest Funding sub-Account for that Tranche of Class C Notes pursuant to subsection 4.07(c); plus

(h) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for any Tranche of Class A Notes that has a Class A Unused Subordinated Amount of Class C Notes, pursuant to subsection 4.07(d); plus

(i) an amount equal to the product of (A) a fraction, the numerator of which is the Nominal Liquidation Amount for that Tranche of Class C Notes (as of the last day of the preceding Monthly Period) and the denominator of which is the aggregate Nominal Liquidation Amount of all Class C Notes (as of the last day of the preceding Monthly Period), times (B) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for any Tranche of Class B Notes that has a Class B Unused Subordinated Amount of Class C Notes, pursuant to subsection 4.07(e); plus

(j) the amount of WFCardSeries Available Principal Amounts reallocated on such date to pay any amount to the Servicer for that Tranche of Class C Notes pursuant to subsection 4.07(f); minus

(k) an amount (not to exceed the Class C Usage of Class D Required Subordinated Amount after giving effect to the amounts computed pursuant to clauses (a) through (j) above) equal to the product of (A) a fraction, the numerator of which is the Class C Usage of Class D Required Subordinated Amount (prior to giving effect to any reimbursement of Class D Nominal Liquidation Amount Deficits on such Transfer Date)

15

for that Tranche of Class C Notes and the denominator of which is the aggregate Class D Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes, times (B) the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such date pursuant to subsection 4.06(d).

“Class D Notes” means a Note specified in the applicable Terms Document as belonging to Class D.

“Class D Reserve Account” means the trust account designated as such and established pursuant to subsection 6.01(a).

“Class D Reserve sub-Account” has the meaning specified in subsection 6.01(a).

“Controlled Accumulation Amount” means, with respect to any Transfer Date for any Tranche of Notes with only one Expected Principal Payment Date, the amount defined in the related Terms Document; provided, however, that if the Accumulation Period Length with respect to such Tranche is determined to be less than twelve (12) months pursuant to subsection 4.10(b)(ii), the Controlled Accumulation Amount for any Transfer Date will be equal to (a) the Initial Dollar Principal Amount of such Tranche of Notes divided by (b) the Accumulation Period Length.

“Daily Principal Shortfall” means, on any date of determination, the excess of the Excess Available Principal Amounts Sharing Group One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to Notes of all outstanding Series in Excess Available Principal Amounts Sharing Group One, not subject to reallocation, which are on deposit in the Collection Account on such date.

“Derivative Accrual Date” means, for any Monthly Period with respect to any Tranche of Notes which has a Performing Derivative Agreement for interest, the date in such Monthly Period corresponding numerically to the next payment date under the related Derivative Agreement following the end of the related Monthly Period.

“Distribution Date” means [________ __, ____] and the fifteenth day of each calendar month thereafter, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

“Excess Available Funds” means, with respect to any Monthly Period, the aggregate amount of WFCardSeries Available Funds minus the sum of the amounts, without duplication, determined pursuant to subsections 4.01(a) through (d).

“Excess Available Principal Amounts Sharing Group One Monthly Principal Payment” means, with respect to any Monthly Period, for all Series in Excess Available Principal Sharing Group One (including WFCardSeries), the sum of the amounts of any targeted deposits into the Principal Funding Account with respect to such Monthly Period, pursuant to each applicable Indenture Supplement.

16

“Expected Principal Payment Date” with respect to any Tranche of Notes, has the meaning specified in the applicable Terms Document.

“Floating Investor Percentage” means, with respect to any date of determination during any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the Available Funds Allocation Amount with respect to the WFCardSeries for such date and the denominator of which is the greater of (a) the aggregate amount of Principal Receivables as of the close of business on the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the aggregate amount of Principal Receivables as of the close of business on the day immediately preceding the Closing Date), and (b) the sum of the numerators used to calculate the Investor Percentages (as such term is defined in the Indenture) for allocations with respect to Finance Charge Receivables or Default Amounts, as applicable, for all outstanding Series on such date of determination; provided, however, that with respect to any Monthly Period in which an Allocation Reset Date occurs, the denominator determined pursuant to clause (a) hereof shall be, on and after such date, the aggregate amount of Principal Receivables held by the Issuer as of the beginning of the day on such Allocation Reset Date (after adjusting for the aggregate amount of Principal Receivables, if any, transferred to or removed from the Issuer on such Allocation Reset Date).

“Indenture” has the meaning specified in the recitals hereto.

“Interest Funding Account” means the trust account designated as such and established pursuant to subsection 6.01(a).

“Interest Funding sub-Account” has the meaning specified in subsection 6.01(a).

“Interest Funding sub-Account Earnings” means, with respect to each Transfer Date, the investment earnings on funds in the Interest Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Investor Charge-Offs” means, with respect to any Transfer Date, the aggregate amount, if any, by which the sum of the WFCardSeries Investor Default Amounts, if any, for each day of the preceding Monthly Period exceeds the WFCardSeries Available Funds for such Transfer Date available after giving effect to subsections (a) and (b) of Section 4.01.

“Investor Percentage” means for any Monthly Period, (a) with respect to Finance Charge Receivables and Default Amounts, the Floating Investor Percentage and (b) with respect to Principal Receivables, the Principal Investor Percentage.

“Investor Servicing Fee” means, with respect to the WFCardSeries, the WFCardSeries Servicing Fee.

“Legal Maturity Date,” with respect to any Tranche of Notes, has the meaning specified in the applicable Terms Document.

17

“Nominal Liquidation Amount” means, with respect to any Tranche of Notes, the amount calculated pursuant to Section 4.16. The Nominal Liquidation Amount for the WFCardSeries will be the sum of the Nominal Liquidation Amounts of all of the Tranches of Notes of the WFCardSeries.

“Nominal Liquidation Amount Deficit” means, with respect to any Tranche of Notes, the excess of the Adjusted Outstanding Dollar Principal Amount of that Tranche over the Nominal Liquidation Amount of that Tranche.

“Participations” means, participations representing undivided interests in a pool of assets primarily consisting of receivables arising under revolving credit card accounts owned by WFBNA or any Affiliate of WFBNA and collections thereon.

“PFA Accumulation Earnings” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses), other than funds in the Principal Funding Account in connection with any Prefunding Target Amounts, for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“PFA Accumulation Earnings Shortfall” means, for any Transfer Date,

(a) the aggregate of the PFA Accumulation Earnings Target for each Tranche of WFCardSeries Notes for such Transfer Date, minus

(b) the PFA Accumulation Earnings for such period.

“PFA Accumulation Earnings Target” means, for any Transfer Date, with respect to any amount on deposit in a Principal Funding sub-Account (prior to giving effect to any deposits to be made on such date), other than any amount in connection with a Prefunding Target Amount, for a Tranche of Notes, the Dollar amount of interest that would have accrued on such deposit (or portion thereof) for the period from and including the preceding Transfer Date to but excluding such Transfer Date if it had borne interest at the following rates:

(a) in the case of a Tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, at the rate of interest applicable to that Tranche;

(b) in the case of a Tranche of Discount Notes, at the rate of accretion (converted to an accrual rate) of that Tranche;

(c) in the case of a Tranche of Notes with a Performing Derivative Agreement for interest, at the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable); and

(d) in the case of a Tranche of Notes with a non-Performing Derivative Agreement for interest, at the rate specified in the related Terms Document.

18

More than one of the aforementioned rates of interest may be applicable to amounts on deposit in a Principal Funding sub-Account for a Tranche of Notes.

“PFA Prefunding Earnings” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) in connection with any Prefunding Target Amounts for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“PFA Prefunding Earnings Shortfall” means, for any Transfer Date,

(a) the aggregate PFA Prefunding Earnings Targets for each Tranche of WFCardSeries Notes for such Transfer Date, minus

(b) the PFA Prefunding Earnings for such period.

“PFA Prefunding Earnings Target” means, for any Transfer Date, with respect to any amount on deposit in a Principal Funding sub-Account in connection with a Prefunding Target Amount for a Tranche of Notes, the Dollar amount of interest that would have accrued on such deposit (or portion thereof) for the period from and including the preceding Transfer Date to but excluding such Transfer Date if it had borne interest at the following rates:

(a) in the case of a Tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, at the rate of interest applicable to that Tranche;

(b) in the case of a Tranche of Discount Notes, at the rate of accretion (converted to an accrual rate) of that Tranche;

(c) in the case of a Tranche of Notes with a Performing Derivative Agreement for interest, at the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable); and

(d) in the case of a Tranche of Notes with a non-Performing Derivative Agreement for interest, at the rate specified in the related Terms Document.

More than one of the aforementioned rates of interest may be applicable to amounts on deposit in a Principal Funding sub-Account for a Tranche of Notes.

“Prefunding Excess Amount” means, with respect to any Senior Class of Notes for any date, after giving effect to all issuances, allocations, deposits and payments with respect to that date, the aggregate amounts on deposit in the Principal Funding sub-Accounts of the Notes of that class that are in excess of the aggregate amount targeted to be on deposit in those Principal Funding sub-Accounts pursuant to Section 4.10.

“Prefunding Target Amount” means the amount calculated pursuant to Section 4.21.

19

“Principal Funding Account” means the trust account designated as such and established pursuant to subsection 6.01(a).

“Principal Funding sub-Account” has the meaning specified in subsection 6.01(a).

“Principal Funding sub-Account Amount” means, with respect to any Tranche of Notes as of any date, the amount on deposit in the Principal Funding sub-Account for such Tranche of Notes on such date.

“Principal Investor Percentage” means, with respect to any date of determination during any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the Principal Allocation Amount with respect to the WFCardSeries for such date and the denominator of which is the greater of (a) the aggregate amount of Principal Receivables determined as of the close of business on the last day of the prior Monthly Period (or, with respect to the first Monthly Period, the aggregate amount of Principal Receivables determined as of the close of business on the day preceding the Closing Date), and (b) the sum of the numerators used to calculate the Investor Percentages (as such term is defined in the Indenture) for allocations with respect to Principal Receivables for all outstanding Series on such date of determination; provided, however, that with respect to any Monthly Period in which an Allocation Reset Date occurs, the denominator determined pursuant to clause (a) hereof shall be, on and after such date, the aggregate amount of Principal Receivables as of the beginning of the day on such (after adjusting for the aggregate amount of Principal Receivables, if any, added to or removed on such Allocation Reset Date).

“Receivables Sales Proceeds” means, with respect to any Tranche of Notes, the proceeds of the sale of Receivables with respect to such Tranche pursuant to Section 4.20. Receivables Sales Proceeds do not constitute Available Principal Amounts.

“Released Noteholder Collections” has the meaning specified in Section 3.03.

“Required Deposit Amount” means, with respect to the WFCardSeries Notes and with respect to any Transfer Date, the sum of (a) the Required Finance Charge Deposit Amount for the related Monthly Period as most recently determined, and (b) the Required Principal Deposit Amount for the related Monthly Period as most recently determined. To the extent any data needed to calculate the Required Deposit Amount is not available on any Date of Processing, the Issuer shall use the corresponding data as most recently determined or other reasonable estimate of such data until the required data is available (which shall be no later than the Transfer Date). Without limiting the foregoing, (x) for the purpose of determining the amount to be deposited to the Interest Funding sub-Account for any Tranche of Notes that bears interest by reference to a benchmark index rate of interest on any Date of Processing on which the applicable indexed rate has not been determined, the applicable indexed rate shall be estimated based on the assumption that the indexed rate will equal the indexed rate as most recently used to calculate the accrual of interest for such Tranche, multiplied by 1.25, (y) for the purpose of determining the amount payable to the Servicer pursuant to Section 4.01(b) prior the end of the applicable Monthly Period, on each day, the Weighted Average Available Funds Allocation Amount for such Monthly Period shall be assumed to be the Available Funds

20

Allocation Amount on such day (adjusted upwards to reflect any increase in the Available Funds Allocation Amount which the Issuer has reason to believe will be effected during such Monthly Period, if applicable), multiplied by 1.25, and (z) for the purposes of determining the aggregate WFCardSeries Default Amount for the related Monthly Period (other than the Monthly Period in which the first tranche of WFCardSeries Notes is issued), the WFCardSeries Default Amount shall be estimated based on the assumption that the WFCardSeries Default Amount for the Monthly Period will equal the WFCardSeries Default Amount for the prior Monthly Period multiplied by 1.25, with such adjustments as may be appropriate taking into consideration any change in the Nominal Liquidation Amount of the WFCardSeries Notes since the prior Transfer Date.

“Required Excess Available Funds” means, with respect to any Monthly Period, an amount equal to zero; provided, however, that the Issuer may, from time to time, change such amount (which will never be less than zero) upon (i) written notice to the Indenture Trustee, (ii) satisfaction of the Rating Agency Condition with respect to such change and (iii) the Issuer reasonably believes that such change will not have an Adverse Effect.

“Required Finance Charge Deposit Amount” means, with respect to the WFCardSeries Notes and with respect to any Transfer Date, the sum of

(a) the targeted deposits to the Interest Funding Account pursuant to Section 4.01(a) with respect to such Transfer Date and using the assumptions in the definition of Required Deposit Amount, if needed;

(b) the amounts payable to the Servicer pursuant to Section 4.01(b) with respect to such Transfer Date and using the assumptions in the definition of Required Deposit Amount, if needed;

(c) the sum of the WFCardSeries Investor Default Amounts, if any, for each day of the preceding Monthly Period and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(d) the Nominal Liquidation Amount Deficit with respect to such Transfer Date;

(e) the targeted deposits to the Accumulation Reserve Account pursuant to Section 4.26 with respect to such Transfer Date;

(f) targeted deposits to the Class C Reserve Account pursuant to Section 4.22 with respect to such Transfer Date;

(g) targeted deposits to the Class D Reserve Account pursuant to Section 4.24 with respect to such Transfer Date;

(h) the additional amounts specified in the Terms Document for any Tranche or class of WFCardSeries Notes with respect to such Transfer Dates; and

21

(i) the amounts to be treated as Shared Excess Available Funds for allocation in accordance with Section 4.29 (determined using the same assumptions used in determining the Required Deposit Amount when determining any amounts needed by any other applicable Series) with respect to such Transfer Date.

“Required Principal Deposit Amount” means, with respect to the WFCardSeries Notes and with respect to any Transfer Date, the sum of

(a) the amounts to be deposited into the relevant Interest Funding sub-Account pursuant to Section 4.07(a) with respect to such Transfer Date and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(b) the amounts to be deposited into the relevant Interest Funding sub-Account pursuant to Section 4.07(b) with respect to such Transfer Date and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(c) the amounts to be deposited into the relevant Interest Funding sub-Account pursuant to Section 4.07(c) with respect to such Transfer Date and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(d) the amounts payable to the Servicer pursuant to Section 4.07(d) with respect to such Transfer Date and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(e) the amounts payable to the Servicer pursuant to Section 4.07(e) with respect to such Transfer Date and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(f) the amounts payable to the Servicer pursuant to Section 4.07(f) with respect to such Transfer Date and determined using the assumptions in the definition of Required Deposit Amount, if needed;

(g) the targeted deposits to the Principal Funding Account pursuant to Section 4.10 with respect to the related Monthly Period; and

(h) the amounts to be treated as Shared Excess Available Principal Amounts for application in accordance with Section 4.30 (determined using the same assumptions used in determining the Required Deposit Amount when determining any amounts needed by any other applicable Series) with respect to such Transfer Date.

“Required Subordinated Amount” means, with respect to any Tranche of a Senior Class of Notes, the aggregate Nominal Liquidation Amount of a Subordinated Class of Notes, as specified in the applicable Terms Document for such Tranche of the Senior Class, that is required to be outstanding and available on any date the Senior Class is Outstanding.

22

“Senior Class” means (a) with respect to the Class B Notes, the Class A Notes, (b) with respect to the Class C Notes, the Class A Notes or Class B Notes, and (c) with respect to the Class D Notes, the Class A Notes, the Class B Notes or the Class C Notes.

“Series Available Funds Shortfall” means, with respect to any Transfer Date with respect to the WFCardSeries, the excess, if any, of (a) the aggregate amount targeted to be paid or applied pursuant to Sections 4.01(a) through (d) for any Transfer Date over (b) the WFCardSeries Available Funds (excluding any amounts to be treated as WFCardSeries Available Funds pursuant to Section 4.29(a)) for such Transfer Date; provided, however, that the Issuer, when authorized by an Officer’s Certificate, may amend or otherwise modify this definition of Series Available Funds Shortfall, provided that the Rating Agency Condition is satisfied with respect to such amendment or modification.

“Series Available Principal Amounts Shortfall” means, with respect to any Transfer Date with respect to the WFCardSeries, the excess, if any, of (a) the aggregate amount targeted to be paid or applied pursuant to subsections 4.07(a) through (g) for any Transfer Date over (b) the WFCardSeries Available Principal Amounts (excluding any amounts to be treated as WFCardSeries Available Principal Amounts pursuant to subsection 4.30(a)) for such Transfer Date; provided, however, that the Issuer, when authorized by an Officer’s Certificate, may amend or otherwise modify this definition of Series Available Principal Amount Shortfall, provided that the Rating Agency Condition is satisfied with respect to such amendment or modification.

“Series Early Redemption Event” with respect to the WFCardSeries, has the meaning specified in Section 5.01.

“Servicer Interchange” means (a) for any Transfer Date on which WFBNA is the Servicer, the lesser of (i) the amount of Interchange allocated to the WFCardSeries Noteholders pursuant to Subsection 3.01(a)(i), and (ii) the product of (A) the Weighted Average Available Funds Allocation Amount for the WFCardSeries for the immediately preceding Monthly Period and (B) one-twelfth of 0.75%, and (b) at all other times, $0.

“Shared Excess Available Funds” means, with respect to any Transfer Date with respect to any series of Notes, either (a) the amount of WFCardSeries Available Funds for such Transfer Date available after application in accordance with subsections 4.01(a) through (g), or (b) the amounts allocated to other series of Notes identified as an Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One which the applicable Indenture Supplements for such series specify are to be treated as “Shared Excess Available Funds.”

“Shared Excess Available Principal Amounts” means, with respect to any Transfer Date with respect to any series of Notes in Excess Available Principal Amounts Sharing Group One, (a) the amount of WFCardSeries Available Principal Amounts for such Transfer Date available after application in accordance with subsections 4.07(a) through (g), and (b) the amounts allocated to other Series of Notes identified as an Excess Available Principal Amounts Sharing Series in Excess Available Principal Amounts Sharing Group One which the applicable

23

Indenture Supplements for such series specify are to be treated as “Shared Excess Available Principal Amounts,” as applicable.

“Spot Exchange Rate” with respect to any Tranche of Notes, has the meaning specified in the applicable Terms Document.

“Subordinated Class” means (a) with respect to the Class A Notes, the Class B Notes, Class C Notes or Class D Notes, (b) with respect to the Class B Notes, the Class C Notes or Class D Notes, and (c) with respect to the Class C Notes, the Class D Notes.

“Targeted Interest Deposit Amount” means, with respect to the WFCardSeries Notes for any Transfer Date, the aggregate amount targeted to be deposited in the Interest Funding Account pursuant to Section 4.02 for such Transfer Date.

“Targeted Principal Deposit Amount” means, with respect to the WFCardSeries Notes for any Transfer Date, the aggregate amount targeted to be deposited in the Principal Funding Account pursuant to Section 4.10 for such Transfer Date.

“Terms Documents” means, with respect to the WFCardSeries Notes, the Terms Document specifying the terms of such WFCardSeries Notes.

“Unallocated Principal Collections” has the meaning specified in subsection 3.01(b).

“WFCardSeries Available Funds” means, with respect to any Transfer Date, the sum of (a) the amount of Collections with respect to Finance Charge Receivables allocated to the WFCardSeries pursuant to subsection 3.01(a)(i), plus (b) the amount of Interchange and Investment Earnings allocated to the WFCardSeries pursuant to Section 3.02, plus (c) any amounts to be treated as WFCardSeries Available Funds pursuant to subsections 4.04(a) and 4.20(d) plus (d) any amounts to be treated as WFCardSeries Available Funds pursuant to any Terms Document.

“WFCardSeries Available Principal Amounts” means the sum of (a) the amount of Collections with respect to Principal Receivables allocated to the WFCardSeries pursuant to subsections 3.01(a)(ii) and 3.01(b), (b) any amounts to be treated as WFCardSeries Available Principal Amounts pursuant to subsection 4.12(a) and (c) any amounts to be treated as WFCardSeries Available Principal Amounts pursuant to any Terms Document.

“WFCardSeries Investor Default Amount” means, with respect to any date of determination, the product of (a) the Default Amounts with respect to each such date of determination and (b) the Investor Percentage with respect to Default Amounts with respect to such date of determination.

“WFCardSeries Servicing Fee” means has the meaning specified in Section 7.01.

“WFCardSeries Net Servicing Fee” has the meaning specified in Section 7.01.

24

“WFCardSeries Net Servicing Fee Rate” means (a) so long as WFBNA is the Servicer, 1.25% per annum and (b) if WFBNA is no longer the Servicer, 2.00% per annum.

“WFCardSeries Servicing Fee” has the meaning specified in Section 7.01.

“WFCardSeries Servicing Fee Percentage” means 2.00%.

Section 1.02. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS INDENTURE SUPPLEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS INDENTURE SUPPLEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE SUPPLEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS INDENTURE SUPPLEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS INDENTURE SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 1.05 OF THE INDENTURE 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 1.02 SHALL

25

AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 1.02 SHALL LIMIT THE RIGHTS OF ANY PERSON PURSUANT TO SECTION 2.10 OF THE TRANSFER AGREEMENT OR SECTION 6.03 OF THE RECEIVABLES PURCHASE AGREEMENT IN CONNECTION WITH A REQUEST RELATING TO THE REPURCHASE OF RECEIVABLES; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THE PARTIES HERETO HEREBY AGREE THAT SECTION 2.10 OF THE TRANSFER AGREEMENT AND SECTION 6.03 OF THE RECEIVABLES PURCHASE AGREEMENT SHALL NOT APPLY TO THE INDENTURE TRUSTEE, THE PAYING AGENT OR THE NOTE REGISTRAR, AND NONE OF THE INDENTURE TRUSTEE, THE PAYING AGENT NOR THE NOTE REGISTRAR SHALL BE OBLIGATED TO ARBITRATE ANY MATTER REGARDING ITS RIGHTS, DUTIES, PRIVILEGES, INDEMNITIES, PROTECTIONS, IMMUNITIES AND BENEFITS.

Section 1.03. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.04. Ratification of Indenture. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

26

ARTICLE II

THE NOTES

Section 2.01. Creation, Designation, and Continuation.

(a) There is hereby created a series of Notes issued pursuant to the Indenture and the Indenture Supplement to be known as “WFCardSeries” or the “WFCardSeries Notes”. The WFCardSeries Notes will be issued in four classes, the first of which shall be known as the “WFCardSeries Class A Notes,” the second of which shall be known as the “WFCardSeries Class B Notes,” the third of which shall be known as the “WFCardSeries Class C Notes” and the fourth of which shall be known as the “WFCardSeries Class D Notes.”

(b) The WFCardSeries shall be an Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One and shall not be in any other excess available funds sharing group.

(c) The WFCardSeries shall be an Excess Available Principal Amounts Sharing Series in Excess Available Principal Amounts Sharing Group One and shall not be in any other excess available principal amounts sharing group.

(d) The WFCardSeries shall not be subordinated to any other series of Notes.

Section 2.02. New Issuances of Notes. The Issuer may issue new Tranches of Notes (including additional Notes of an Outstanding Tranche) to be included in the WFCardSeries, so long as the following conditions precedent are satisfied:

(i) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee, the Paying Agent and the Note Registrar a Terms Document relating to the applicable Tranche of Notes;

(ii) if the issuance of Notes results in an increase in the targeted deposit amount of any Class C Reserve sub-Account of a Tranche of Class C Notes or any Class D Reserve sub-Account of a Tranche of Class D Notes, on such issuance date the Issuer will have funded such increase with a cash deposit to such Class C Reserve sub-Account or Class D Reserve sub-Account, as applicable;

(iii) the conditions specified in Section 3.10 of the Indenture and Section 2.03 of this Indenture Supplement, as applicable, are satisfied; and

(iv) any other conditions specified in the related Terms Document.

27

Section 2.03. Required Subordinated Amount Conditions to Issuance of a Tranche of a Senior Class of Notes.

(a) Class A Required Subordinated Amount of Class B Notes – Class A Issuance. On the issuance date of a Tranche of Class A Notes, immediately after giving effect to such issuance, the available subordinated amount of Class B Notes for such Tranche of Class A Notes must be at least equal to the Class A Required Subordinated Amount of Class B Notes for such Tranche of Class A Notes. For purposes of this subsection 2.03(a), the available subordinated amount of Class B Notes for such Tranche of Class A Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class B Notes which are Outstanding on that date; minus

(ii) the aggregate Class A Required Subordinated Amount of Class B Notes for all other Tranches of Class A Notes which are Outstanding on that date.

(b) Class A Required Subordinated Amount of Class C Notes – Class A Issuance. On the issuance date of a Tranche of Class A Notes, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes for such Tranche of Class A Notes must be at least equal to the Class A Required Subordinated Amount of Class C Notes for such Tranche of Class A Notes. For purposes of this subsection 2.03(b), the available subordinated amount of Class C Notes for such Tranche of Class A Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class C Notes which are Outstanding on that date; minus

(ii) the aggregate Class A Required Subordinated Amount of Class C Notes for all other Tranches of Class A Notes which are Outstanding on that date.

(c) Class A Required Subordinated Amount of Class D Notes – Class A Issuance. On the issuance date of a Tranche of Class A Notes, immediately after giving effect to such issuance, the available subordinated amount of Class D Notes for such Tranche of Class A Notes must be at least equal to the Class A Required Subordinated Amount of Class D Notes for such Tranche of Class A Notes. For purposes of this subsection 2.03(c), the available subordinated amount of Class D Notes for such Tranche of Class A Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class D Notes which are Outstanding on that date; minus

28

(ii) the aggregate Class A Required Subordinated Amount of Class D Notes for all other Tranches of Class A Notes which are Outstanding on that date.

(d) Class B Required Subordinated Amount of Class C Notes – Class B Issuance. On the issuance date of a Tranche of Class B Notes, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes for such Tranche of Class B Notes must be at least equal to the Class B Required Subordinated Amount of Class C Notes for such Tranche of Class B Notes. For purposes of this subsection 2.03(d), the available subordinated amount of Class C Notes for such Tranche of Class B Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class C Notes which are Outstanding on that date; minus

(ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other Tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all Tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date.

(e) Class B Required Subordinated Amount of Class C Notes – Class A Issuance. On the issuance date of a Tranche of Class A Notes, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes for all Tranches of Class B Notes must be at least equal to the aggregate Class B Required Subordinated Amount of Class C Notes for all Tranches of Class B Notes which are Outstanding on that date. For purposes of this subsection 2.03(e), the available subordinated amount of Class C Notes for all Tranches of Class B Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class C Notes which are Outstanding on that date; minus

(ii) the aggregate Class A Required Subordinated Amount of Class C Notes for all Tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date.

(f) Class B Required Subordinated Amount of Class D Notes – Class B Issuance. On the issuance date of a Tranche of Class B Notes, immediately after giving effect to such issuance, the available subordinated amount of Class D Notes for such Tranche of Class B Notes must be at least equal to the Class B Required Subordinated Amount of Class D Notes for such Tranche of Class B Notes. For purposes of this subsection 2.03(f), the available subordinated amount of Class D Notes for such Tranche of Class B Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

29

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class D Notes which are Outstanding on that date; minus

(ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class D Notes for all other Tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date.

(g) Class B Required Subordinated Amount of Class D Notes – Class A Issuance. On the issuance date of a Tranche of Class A Notes, immediately after giving effect to such issuance, the available subordinated amount of Class D Notes for all Tranches of Class B Notes must be at least equal to the Class B Required Subordinated Amount of Class D Notes for all Tranches of Class B Notes which are Outstanding on that date. For purposes of this subsection 2.03(g), the available subordinated amount of Class D Notes for all Tranches of Class B Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class D Notes which are Outstanding on that date; minus

(ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class D Notes for all other Tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date.

(h) Class C Required Subordinated Amount of Class D Notes – Class C Issuance. On the issuance date of a Tranche of Class C Notes, immediately after giving effect to such issuance, the available subordinated amount of Class D Notes for such Tranche of Class C Notes must be at least equal to the Class C Required Subordinated Amount of Class D Notes for such Tranche of Class C Notes. For purposes of this subsection 2.03(h), the available subordinated amount of Class D Notes for such Tranche of Class C Notes as of any date means the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date:

(i) the aggregate Nominal Liquidation Amount of all Tranches of Class D Notes which are Outstanding on that date; minus

(ii) the aggregate Class C Required Subordinated Amount of Class D Notes for all other Tranches of Class C Notes which are Outstanding on that date.

(i) Class C Required Subordinated Amount of Class D Notes – Class B Issuance. On the issuance date of a Tranche of Class B Notes, immediately after giving effect to such issuance, the available subordinated amount of Class D Notes for all Tranches of Class C Notes must be at least equal to the Class C Required Subordinated Amount of Class D Notes for all Tranches of Class C Notes. For purposes of this subsection 2.03(i), the available subordinated amount of Class D Notes for

30

all Tranches of Class C Notes as of any date means the aggregate Nominal Liquidation Amount of all Tranches of Class D Notes which are Outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date.

(j) Class C Required Subordinated Amount of Class D Notes – Class A Issuance. On the issuance date of a Tranche of Class A Notes, immediately after giving effect to such issuance, the available subordinated amount of Class D Notes for all Tranches of Class C Notes must be at least equal to the Class C Required Subordinated Amount of Class D Notes for all Tranches of Class C Notes. For purposes of this subsection 2.03(j), the available subordinated amount of Class D Notes for all Tranches of Class C Notes as of any date means the aggregate Nominal Liquidation Amount of all Tranches of Class D Notes which are Outstanding on that date, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date.

Section 2.04. Reports. Not later than the Determination Date preceding each Payment Date, the Issuer shall deliver or cause the Servicer to deliver to the Note Registrar, the Paying Agent and the Indenture Trustee (with a copy to each Note Rating Agency), a statement substantially in the form of Exhibit B as the Monthly Noteholders’ Statement required to be delivered pursuant to Section 9.06 of the Indenture; provided that the Issuer may amend the form of Exhibit B from time to time.

31

ARTICLE III

ALLOCATIONS

Section 3.01. Allocations.

(a) Allocations. The Issuer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, cause to be allocated to the WFCardSeries Noteholders the following amounts as set forth below:

(i) An amount equal to the product of (A) the Floating Investor Percentage on the Date of Processing of such Collections and (B) the aggregate amount of Collections (other than Interchange and Investment Earnings) processed in respect of Finance Charge Receivables on such Date of Processing. Such amount shall be treated as a portion of WFCardSeries Available Funds and shall be applied pursuant to Section 4.01. All amounts of Interchange and Investment Earnings to be treated as Collections of Finance Charge Receivables with respect to each Monthly Period shall be allocated and applied pursuant to Section 3.02.

(ii) An amount equal to the product of (A) the Principal Investor Percentage on the Date of Processing of such Collections and (B) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing and, of such amounts:

(A) cause to be retained in the Collection Account an amount equal to the Daily Principal Shortfall to be treated as WFCardSeries Available Principal Amounts with respect to the related Transfer Date to be applied pursuant to Section 4.07;

(B) cause to be retained in the Collection Account an amount equal to the Daily Principal Amount for such day for all WFCardSeries Class D Notes, Class C Notes and Class B Notes to be treated as WFCardSeries Available Principal Amounts with respect to the related Transfer Date to be applied pursuant to Section 4.07.

(C) cause to be withdrawn from the Collection Account and cause to be paid to the Holder of the Transferor Interest an amount equal to any excess remaining after the application of subsections 3.01(a)(ii)(A) and 3.01(a)(ii)(B); provided, however, that the amount to be paid to the Holder of the Transferor Interest pursuant to this subsection 3.01(a)(ii)(C) with respect to any Date of Processing shall be paid to the Holder of the Transferor Interest if, and only to the extent that, the Transferor Interest on such Date of Processing is equal to or greater than the Minimum Transferor Interest on such Date of Processing (after giving effect to the inclusion of all Receivables created on or prior to such Date of Processing and the application of payments referred to in subsection 5.02(b) of

32

the Indenture, this subsection 3.01(a)(ii)(C), Section 3.03, and any other payments of principal amounts to the Holder of the Transferor Interest) and otherwise such Collections shall be considered Unallocated Principal Collections, withdrawn from the Collection Account and deposited into the Excess Funding Account to be applied pursuant to subsection 3.01(b).

(b) Unallocated Principal Collections. Any Collections in respect of Principal Receivables not paid to the Holder of the Transferor Interest because of the limitations contained in subsection 5.02(b) of the Indenture, subsection 3.01(a)(ii)(C), or subsection 3.03(c) (together, “Unallocated Principal Collections”) shall be held in the Excess Funding Account and, except as provided in the following sentence, shall be paid to the Holder of the Transferor Interest pursuant to subsection 5.02(b)(ii) of the Indenture. For each Transfer Date with respect to any Note Accumulation Period, an amount equal to the sum of (i) any amounts on deposit in the Excess Funding Account because of limitations contained in subsection 3.01(a)(ii)(C) or subsection 3.03(c), plus (ii) the product of (A) any amounts on deposit in the Excess Funding Account because of the limitations contained in subsection 5.02(b) of the Indenture times (B) a fraction, the numerator of which is the Weighted Average Available Funds Allocation Amount of all WFCardSeries Notes in a Note Accumulation Period during the immediately preceding Monthly Period and the denominator of which is the Weighted Average Available Funds Allocation Amount of all Notes in a Note Accumulation Period during such immediately preceding Monthly Period, shall be, to the extent needed, withdrawn from the Excess Funding Account and included in the WFCardSeries Available Principal Amounts which, to the extent available, shall be applied pursuant to Section 4.07 on such Transfer Date as though such amounts were Collections of Principal Receivables processed on the last day of the preceding Monthly Period.

Section 3.02. Allocation of Interchange; Allocation of Investment Earnings.

(a) The Issuer shall, prior to the close of business on each Date of Processing, cause to be allocated to the WFCardSeries Noteholders an amount of Interchange equal to the product of (i) the aggregate amount of Interchange deposited into the Collection Account with respect to such Date of Processing and (ii) a fraction, the numerator of which is the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such immediately preceding Monthly Period and the denominator of which is the Weighted Average Available Funds Allocation Amount for all Series for such immediately preceding Monthly Period. Such amount of Interchange allocated to the WFCardSeries Noteholders shall be deposited into the Collection Account to be treated as a portion of WFCardSeries Available Funds for the immediately preceding Monthly Period and shall be applied pursuant to Section 4.01.

(b) The Issuer shall, prior to the close of business on each Transfer Date, cause to be allocated to the WFCardSeries Noteholders an amount of Investment Earnings equal to the product of (i) the aggregate amount of Investment Earnings with respect to the immediately preceding Monthly Period on deposit in the Collection Account and (ii) a fraction, the numerator of which is the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such immediately preceding Monthly Period and the denominator of which is the Weighted Average Available Funds Allocation Amount for all Series for such immediately

33

preceding Monthly Period. Such amount of Investment Earning allocated to the WFCardSeries Noteholders shall be retained in the Collection Account to be treated as a portion of WFCardSeries Available Funds for the immediately preceding Monthly Period and shall be applied pursuant to Section 4.01.

Section 3.03. Required Deposit Limitations.

(a) Notwithstanding anything to the contrary contained in the Indenture or this Indenture Supplement, the Issuer will only be required to retain in the Collection Account amounts up to the Required Deposit Amount for the succeeding Transfer Date. If, at any time prior to the applicable Transfer Date, the amount of Collections with respect to Finance Charge Receivables deposited and retained in the Collection Account exceeds the Required Finance Charge Deposit Amount for the applicable Transfer Date, the Issuer may immediately cause to be withdrawn such excess Collections with respect to Finance Charge Receivables from the Collection Account and immediately cause to be paid such excess to the Holder of the Transferor Interest. If, at any time prior to the applicable Transfer Date, the amount of Collections with respect Principal Receivables deposited and retained in the Collection Account exceeds the Required Principal Deposit Amount for the applicable Transfer Date, then, subject to subsection 3.03(c), the Issuer may immediately cause to be withdrawn such excess Collections with respect to Principal Receivables from the Collection Account and immediately cause to be paid such excess to the Holder of the Transferor Interest.

(b) If on any Business Day the Issuer determines that the Required Finance Charge Deposit Amount or the Required Principal Deposit Amount for the succeeding Transfer Date is less than the Required Finance Charge Deposit Amount or the Required Principal Deposit Amount as previously calculated by the Issuer, then the Issuer, to the extent permitted to do so pursuant to subsection 3.03(a), may cause to be withdrawn excess Collections with respect to Finance Charge Receivables or Principal Receivables from the Collection Account and cause to be paid such excess funds to the Holder of the Transferor Interest, subject, with respect to amounts relating to Principal Receivables, to subsection 3.03(c). If, on any Business Day, the Servicer on behalf of the Issuer determines that either the Required Finance Charge Deposit Amount or the Required Principal Deposit Amount, in each case, for such Monthly Period is greater than such amount as previously calculated by the Servicer, then the Servicer shall notify the Paying Agent, and for all Dates of Processing remaining in such Monthly Period on or after such determination, the Issuer shall cause to be retained in the Collection Account such Collections with respect to Finance Charge Receivables and Principal Receivables as allocated pursuant to Section 3.01 until additional Collections are no longer required to be retained in the Collection Account pursuant to subsection 3.03(a), using such new Required Finance Charge Deposit Amount and Required Principal Deposit Amount, as applicable.

(c) Any Collections with respect to Principal Receivables eligible for distribution to the Holder of the Transferor Interest pursuant to subsection 3.03(a) or 3.03(b) (such Collections, “Released Noteholder Collections”) shall be distributed to the Holder of the Transferor Interest if, and only to the extent that, the Transferor Interest on such date is equal to or greater than the Minimum Transferor Interest on such date (after giving effect to the inclusion of all Receivables created on or prior to such date and the application of payments referred to in

34

subsection 5.02(b) of the Indenture, subsection 3.01(a)(ii)(C), this Section 3.03 and all other payments of principal amounts of the Holder of the Transferor Interest); otherwise, such Collections shall be considered Unallocated Principal Collections, withdrawn from the Collection Account and deposited into the Excess Funding Account to be applied pursuant to subsection 3.01(b).

(d) For the avoidance of doubt, the Holder of the Transferor Interest shall have no obligation to deposit Released Noteholder Collections previously paid to the Holder of the Transferor Interest, and Noteholders shall have no claim to Released Noteholder Collections.

35

ARTICLE IV

FURTHER ALLOCATIONS, DEPOSITS AND PAYMENTS

Section 4.01. Allocations of WFCardSeries Available Funds. Prior to the close of business on each Transfer Date, the Issuer will cause to be withdrawn from the Collection Account the amount of Collections allocated to the WFCardSeries Noteholders with respect to the related Monthly Period pursuant to subsection 3.01(a)(i), together with the other amounts of WFCardSeries Available Funds with respect to the related Monthly Period, and shall cause to be applied the WFCardSeries Available Funds with respect to such Monthly Period, as follows:

(a) first, to make the targeted deposits to the Interest Funding Account pursuant to Section 4.02;

(b) second, to pay the sum of (i) the Servicer Interchange, plus (ii) the WFCardSeries Net Servicing Fee plus (iii) any previously due and unpaid WFCardSeries Net Servicing Fee to the Servicer;

(c) third, to be treated as WFCardSeries Available Principal Amounts for application in accordance with Section 4.07 in an amount equal to the sum of the WFCardSeries Investor Default Amounts, if any, for each day of the preceding Monthly Period;

(d) fourth, to be treated as WFCardSeries Available Principal Amounts for application in accordance with Section 4.07 in an amount equal to the Nominal Liquidation Amount Deficit, if any;

(e) fifth, to make the targeted deposit to the Accumulation Reserve Account, if any, pursuant to Section 4.26;

(f) sixth, to make the targeted deposit to the Class C Reserve Account, if any, pursuant to Section 4.22;

(g) seventh, to make the targeted deposit to the Class D Reserve Account, if any, pursuant to Section 4.24;

(h) eighth, to make any other payment or deposit required by the Terms Documents of any class or Tranche of WFCardSeries Notes;

(i) ninth, to be treated as Shared Excess Available Funds for application in accordance with Section 4.29; and

(j) tenth, to the Issuer.

36

Section 4.02. Targeted Deposits to the Interest Funding Account. The aggregate amount of WFCardSeries Available Funds targeted to be deposited into the Interest Funding Account pursuant to subsection 4.01(a) on each Transfer Date is equal to the sum of the amounts set forth below. A single Tranche of Notes may be entitled to more than one of the following targeted deposits on any Transfer Date. The targeted deposit on any Transfer Date will also include any shortfall in the targeted deposit with respect to any prior Transfer Date which has not been previously deposited.

(a) Specified Deposits. If the Terms Document for a Tranche of Notes specifies a deposit to be made to the Interest Funding sub-Account for that Tranche, the deposit targeted for that Tranche of Notes with respect to that Transfer Date is such specified amount.

(b) Interest Payments. The deposit targeted for any Tranche of Outstanding Interest-bearing Notes on each Transfer Date will be equal to the amount of interest accrued on the Outstanding Dollar Principal Amount of that Tranche of Notes during the period from and including the Monthly Interest Accrual Date in the prior Monthly Period to but excluding the Monthly Interest Accrual Date in the current Monthly Period.

(c) Amounts Owed to Derivative Counterparties. If a Tranche of Outstanding Notes or foreign currency Notes that has a Performing or non-Performing Derivative Agreement for interest provides for a payment to the applicable Derivative Counterparty, the deposit targeted for that Tranche of Notes on each Transfer Date with respect to any payment to the Derivative Counterparty will be specified in the related Terms Document.

(d) Discount Notes. The deposit targeted for a Tranche of Outstanding Discount Notes on each Transfer Date is equal to the amount of accretion of principal of that Tranche of Notes from the Monthly Principal Accrual Date in the related Monthly Period (or in the case of the first Transfer Date with respect to any Tranche of Notes, from the date of issuance of that Tranche of Notes) to but excluding the Monthly Principal Accrual Date for the next month.

(e) Additional Interest. Unless otherwise specified in the applicable Terms Document, the deposit targeted for any Tranche of Outstanding Notes (other than Discount Notes) for any month that has previously due and unpaid interest will include the interest accrued on that overdue interest from and including the Monthly Interest Accrual Date in that month to but excluding the Monthly Interest Accrual Date next following that month at the rate of interest applicable to the principal of that Tranche during that period.

Section 4.03. Allocations of WFCardSeries Available Funds to Interest Funding Sub-Accounts. The aggregate amount to be deposited to the Interest Funding Account pursuant to subsection 4.01(a) for each Monthly Period will be caused to be allocated by the Issuer, and a portion deposited into the Interest Funding sub-Account for each Tranche of Notes, as follows:

(a) WFCardSeries Available Funds at Least Equal to Targeted Amounts. If the amount of funds available for a Monthly Period pursuant to Section 4.01 is at least

37

equal to the aggregate amount of the deposits and payments targeted by Section 4.02, then the full amount of each such deposit and payment will be made to the applicable Interest Funding sub-Accounts.

(b) WFCardSeries Available Funds Are Less than Targeted Amounts. If the amount of funds available for a Monthly Period pursuant to Section 4.01 is less than the aggregate amount of the deposits targeted by Section 4.02, then the amount available will be caused to be allocated by the Issuer to each Tranche of Notes as follows:

(i) first, to each Tranche of Class A Notes pro rata based on the ratio of (A) the aggregate amount of the deposits targeted by Section 4.02 with respect to that Tranche of Class A Notes, to (B) the aggregate amount of the deposits targeted by Section 4.02 with respect to all Tranches of Class A Notes, and

(ii) second, to each Tranche of Class B Notes pro rata based on the ratio of (A) the aggregate amount of the deposits targeted by Section 4.02 with respect to that Tranche of Class B Notes, to (B) the aggregate amount of the deposits targeted by Section 4.02 with respect to all Tranches of Class B Notes, and

(iii) third, to each Tranche of Class C Notes pro rata based on the ratio of (A) the aggregate amount of the deposits targeted by Section 4.02 with respect to that Tranche of Class C Notes, to (B) the aggregate amount of the deposits targeted by Section 4.02 with respect to all Tranches of Class C Notes, and

(iv) fourth, to each Tranche of Class D Notes pro rata based on the ratio of (A) the aggregate amount of the deposits targeted by Section 4.02 with respect to that Tranche of Class D Notes, to (B) the aggregate amount of the deposits targeted by Section 4.02 with respect to all Tranches of Class D Notes

Section 4.04. Amounts to Be Treated as WFCardSeries Available Funds; Payments Received from Derivative Counterparties for Interest in Foreign Currencies; Other Deposits to the Interest Funding Sub-Accounts. The following deposits and payments will be made on the following dates:

(a) Amounts to Be Treated as WFCardSeries Available Funds. In addition to Available Funds allocated to the WFCardSeries pursuant to subsection 3.01(a)(i), the following amounts shall be treated as WFCardSeries Available Funds for application in accordance with this Article IV for any Monthly Period:

(i) PFA Accumulation Earnings Shortfall. The aggregate amount withdrawn from the Accumulation Reserve Account pursuant to subsection 4.27(a) will be treated as WFCardSeries Available Funds for such Monthly Period.

38

(ii) PFA Prefunding Earnings Shortfall. On or prior to each Transfer Date, the Issuer will calculate the PFA Prefunding Earnings Shortfall (if any) for the Principal Funding sub-Account for each Tranche of Notes. If there is any PFA Prefunding Earnings Shortfall for any Principal Funding sub-Account for that Transfer Date, or any unpaid PFA Prefunding Earnings Shortfall for any Principal Funding sub-Account from any earlier Transfer Date, in each case for any Tranche of Notes, the Issuer will notify the Transferor and the Servicer of such amount for the purpose of calculating the amount to be deposited to the applicable interest funding account(s) pursuant to subsection 5.03(b) of the Indenture. On each Transfer Date, the Issuer will treat as WFCardSeries Available Funds the amount allocated to WFCardSeries and deposited into the Interest Funding Account for WFCardSeries with respect to each Principal Funding sub-Account, if any, pursuant to subsection 5.03(b) of the Indenture.

(iii) Dollar Payments from Derivative Counterparties for Interest. Dollar payments received under Derivative Agreements for interest for any Tranche of Notes will be treated as WFCardSeries Available Funds.

(iv) Sub-Account Earnings. Any PFA Accumulation Earnings, any PFA Prefunding Earnings, any Accumulation Reserve sub-Account Earnings and any Interest Funding sub-Account Earnings for any Transfer Date will be treated as WFCardSeries Available Funds for such Transfer Date.

(v) Shared Excess Available Funds. Any Shared Excess Available Funds allocable to the WFCardSeries will be treated as WFCardSeries Available Funds pursuant to subsection 4.29(a).

(vi) Other Amounts. This Indenture Supplement or the Terms Document for any Tranche of Notes may include additional amounts which are to be treated as WFCardSeries Available Funds for any Transfer Date.

(b) Payments Received from Derivative Counterparties. Payments received under Derivative Agreements for Notes with interest payable in foreign currencies will be applied as specified in the applicable Terms Document.

(c) Other Deposits to the Interest Funding Sub-Accounts.

(i) Class C Reserve Account. Withdrawals made from the Class C Reserve Account pursuant to subsection 4.23(a) will be deposited into the applicable Interest Funding sub-Account on the Transfer Date.

(ii) Class D Reserve Account. Withdrawals made from the Class D Reserve Account pursuant to subsection 4.25(a) will be deposited into the applicable Interest Funding sub-Account on the Transfer Date.

39

(iii) Receivables Sales Proceeds. Receivables Sales Proceeds received by the Issuer pursuant to subsection 4.20(c)(ii) for any Tranche of Notes will be deposited into the applicable Interest Funding sub-Account on the date of receipt by the Issuer.

(iv) Other Amounts. This Indenture Supplement or the Terms Document for any Tranche may include additional amounts which are to be deposited into the applicable Interest Funding sub-Account on the Transfer Date.

Section 4.05. Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation Amount of Subordinated Classes. On each Transfer Date when there is an Investor Charge-Off with respect to the related Monthly Period, that reduction will be caused to be allocated by the Issuer (and reallocated) on that date to each Tranche of Notes as set forth in this Section 4.05.

(a) Initially, the amount of such Investor Charge-Off will be caused to be allocated by the Issuer to each Tranche of Outstanding Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche for such Monthly Period to the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such Monthly Period.

(b) Immediately afterwards, the amount of Investor Charge-Offs allocated to the Class A Notes pursuant to clause (a) will be reallocated to the Class D Notes subject to the limitations set forth in clauses (c) and (f), the amount of Investor Charge-Offs allocated to the Class A Notes pursuant to clause (a) and not reallocated to the Class D Notes due to the limitations set forth in clauses (c) and (f) will be reallocated to the Class C Notes subject to the limitations set forth in clauses (c) and (f), and the amount of Investor Charge-Offs allocated to the Class A Notes pursuant to clause (a) and not reallocated to the Class C Notes due to the limitations set forth in clauses (c) and (f) will be reallocated to the Class B Notes subject to the limitations set forth in clauses (c) and (f). Immediately after giving effect to the preceding sentence, the aggregate amount of Investor Charge-Offs allocated to the Class B Notes pursuant to clause (a) or reallocated to the Class B Notes pursuant to the preceding sentence will be reallocated to the Class D Notes subject to the limitations set forth in clauses (d) and (f) and the amount of Investor Charge-Offs allocated to the Class B Notes pursuant to clause (a) and not reallocated to the Class D Notes due to the limitation set forth in clauses (d) and (f) will be reallocated to the Class C Notes subject to the limitations set forth in clauses (d) and (f). Immediately after giving effect to the preceding sentence, the aggregate amount of Investor Charge-Offs allocated to the Class C Notes pursuant to clause (a) or reallocated to the Class C Notes pursuant to the preceding sentence will be reallocated to the Class D Notes subject to the limitations set forth in clauses (e) and (f). Any amount of Investor Charge-Offs which cannot be reallocated from a Senior Class to a Subordinated Class due to the limitations in clauses (c), (d), (e) and (f) will reduce the Nominal Liquidation Amount of the related senior Tranche of Notes.

(c) (i) The reallocation in clause (b) of Investor Charge-Offs from any Tranche of Class A Notes to the Class D Notes is subject to the limitation that after giving effect to clause (a) and to such reallocation from that Tranche of Class A Notes to the Class D Notes,

40

that Tranche’s Class A Usage of Class D Required Subordinated Amount (computed before giving effect to any reallocations of Investor Charge-Offs from any Class C Notes, any reallocations of Investor Charge-Offs from any Class B Notes and any reallocation of WFCardSeries Available Principal Amounts on such date) will not exceed that Tranche’s Class A Required Subordinated Amount of Class D Notes.

(ii) The reallocation in clause (b) of Investor Charge-Offs from any Tranche of Class A Notes to the Class C Notes is subject to the limitation that after giving effect to clause (a) and to such reallocation from that Tranche of Class A Notes to the Class C Notes, that Tranche’s Class A Usage of Class C Required Subordinated Amount (computed before giving effect to any reallocations of Investor Charge-Offs from any Class B Notes and any reallocation of WFCardSeries Available Principal Amounts on such date) will not exceed that Tranche’s Class A Required Subordinated Amount of Class C Notes.

(iii) The reallocation in clause (b) of Investor Charge-Offs from any Tranche of Class A Notes to the Class B Notes is subject to the limitation that after giving effect to clause (a) and to such reallocation from that Tranche of Class A Notes to the Class B Notes, that Tranche’s Class A Usage of Class B Required Subordinated Amount (computed before giving effect to any reallocations of WFCardSeries Available Principal Amounts on such date) will not exceed that Tranche’s Class A Required Subordinated Amount of Class B Notes.

(d) (i) The reallocation in clause (b) of Investor Charge-Offs from any Tranche of Class B Notes to the Class D Notes is subject to the limitation that after giving effect to clause (a) and to such reallocation from that Tranche of Class B Notes to the Class D Notes and reallocations from any tranche of Class A Notes to any Tranche of Class D Notes, that Tranche’s Class B Usage of Class D Required Subordinated Amount (computed before giving effect to any reallocations of Investor Charge-Offs from any Class C Notes and any reallocation of WFCardSeries Available Principal Amounts on such date) will not exceed that Tranche’s Class B Required Subordinated Amount of Class D Notes.

(ii) The reallocation in clause (b) of Investor Charge-Offs from any Tranche of Class B Notes to the Class C Notes is subject to the limitation that after giving effect to clause (a) and to such reallocation from that Tranche of Class B Notes to the Class C Notes and reallocations from any Tranche of Class A Notes to any Tranche of Class C Notes, that Tranche’s Class B Usage of Class C Required Subordinated Amount (computed before giving effect to any reallocations of WFCardSeries Available Principal Amounts on such date) will not exceed that Tranche’s Class B Required Subordinated Amount of Class C Notes.

(e) The reallocation in clause (b) of Investor Charge-Offs from any Tranche of Class C Notes to the Class D Notes is subject to the limitation that after giving effect to clause (a) and such reallocation from that Tranche of Class C Notes, reallocations from any Tranche of Class A Notes to any Tranche of Class D Notes and reallocations from any Tranche of Class B Notes, that Tranche’s Class C Usage of Class D Required Subordinated Amount (computed before giving effect to any reallocations of WFCardSeries Available Principal Amounts on such date) will not exceed that Tranche’s Class C Required Subordinated Amount of Class D Notes.

41

(f) (i) The amount permitted to be reallocated to Tranches of Class D Notes pursuant to clause (b) will be applied to each Tranche of Class D Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class D Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class D Notes for the related Monthly Period.

(ii) Any such reallocation that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this clause (f), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (f)) of any Tranche of Class D Notes be reduced below zero.

(iii) The amount permitted to be reallocated to Tranches of Class C Notes pursuant to clause (b) will be applied to each Tranche of Class C Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class C Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class C Notes for the related Monthly Period.

(iv) Any such reallocation that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this clause (f), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (f)) of any Tranche of Class C Notes be reduced below zero.

(v) The amount permitted to be reallocated to Tranches of Class B Notes pursuant to clause (b) will be applied to each Tranche of Class B Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class B Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class B Notes for the related Monthly Period.

(vi) Any such reallocation that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class B Notes below zero will be reallocated to the remaining Tranches of Class B Notes as set forth in this clause (f), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (f)) of any Tranche of Class B Notes be reduced below zero.

(g) In the case of each Tranche of Notes, the Nominal Liquidation Amount of each such Tranche will be reduced by an amount equal to the Investor Charge-Offs which are allocated or reallocated to that Tranche of Notes, less the amount of Investor Charge-Offs that are reallocated from that Tranche of Notes to Notes of a Subordinated Class of Notes.

Section 4.06. Allocations of Reimbursements of Nominal Liquidation Amount Deficits. If, as of any Transfer Date, there are WFCardSeries Available Funds available pursuant to subsection 4.01(d) to reimburse any Nominal Liquidation Amount Deficits as of such Transfer Date, such funds will be caused to be allocated by the Issuer to each Tranche of Notes as follows:

42

(a) first, to each Tranche of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficits of all Tranches of Class A Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche,

(b) second, to each Tranche of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficit of all Tranches of Class B Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche,

(c) third, to each Tranche of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficit of all Tranches of Class C Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche, and

(d) fourth, to each Tranche of Class D Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficit of all Tranches of Class D Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche.

Section 4.07. Application of WFCardSeries Available Principal Amounts. On each Transfer Date, the Issuer will cause to be applied WFCardSeries Available Principal Amounts as follows:

(a) first, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to subsection 4.01(a), any Tranche of Class A Notes has not received the full amount targeted to be deposited pursuant to Section 4.02 with respect to that Monthly Period, then WFCardSeries Available Principal Amounts (in an amount not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes, Class C Notes and Class B Notes) will be caused to be allocated by the Issuer to the Interest Funding sub-Account of each such Tranche of Class A Notes pro rata based on, in the case of each such Tranche of Class A Notes, the lesser of the following amounts:

(i) the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of such Tranche of Class A Notes; and

(ii) an amount equal to the sum of (A) the Class A Unused Subordinated Amount of Class D Notes (B) the Class A Unused Subordinated Amount of Class C Notes and (C) the Class A Unused Subordinated Amount of Class B Notes, in each case, for such Tranche of Class A Notes (determined after giving effect to the application of Investor Charge-Offs pursuant to Section 4.05);

43

(b) second, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to subsection 4.01(a) any Tranche of Class B Notes has not received the full amount targeted to be deposited pursuant to Section 4.02 with respect to that Monthly Period, then WFCardSeries Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes and Class C Notes minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated pursuant to clause (a) above) will be caused to be allocated by the Issuer to the Interest Funding sub-Account of each such Tranche of Class B Notes pro rata based on, in the case of each such Tranche of Class B Notes, the lesser of the following amounts:

(i) the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of such Tranche of Class B Notes; and

(ii) an amount equal to the sum of (A) the Class B Unused Subordinated Amount of Class D Notes and (B) the Class B Unused Subordinated Amount of Class C Notes, in each case, for such Tranche of Class B Notes (determined after giving effect to the application of Investor Charge-Offs pursuant to Section 4.05 and the reallocation of WFCardSeries Available Principal Amounts pursuant to clause (a) above);

(c) third, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to subsection 4.01(a), any Tranche of Class C Notes has not received the full amount targeted to be deposited pursuant to Section 4.02 with respect to that Monthly Period, then WFCardSeries Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated pursuant to clauses (a) and (b) above) will be caused to be allocated by the Issuer to the Interest Funding sub-Account of each such Tranche of Class C Notes pro rata based on, in the case of each such Tranche of Class C Notes, the lesser of the following amounts:

(i) the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of such Tranche of Class C Notes; and

(ii) an amount equal to the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes (determined after giving effect to the application of Investor Charge-Offs pursuant to Section 4.05 and the reallocation of WFCardSeries Available Principal Amounts pursuant to clauses (a) and (b) above);

(d) fourth, with respect to each Monthly Period, if after giving effect to payments to be made with respect to such Monthly Period pursuant to subsection 4.01(b), the Servicer has not received the full amount to be paid pursuant to subsection 4.01(b)

44

with respect to that Monthly Period, then WFCardSeries Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes, Class C Notes and Class B Notes minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated pursuant to clauses (a), (b) and (c) above) will be paid to the Servicer in an amount equal to, and allocated to each such Tranche of Class A Notes pro rata based on, in the case of each such Tranche of Class A Notes, the lesser of the following amounts:

(i) the amount of the deficiency allocated to such Tranche of Class A Notes pursuant to Section 4.08; and

(ii) an amount equal to the sum of (A) the Class A Unused Subordinated Amount of Class D Notes, (B) the Class A Unused Subordinated Amount of Class C Notes and (C) the Class A Unused Subordinated Amount of Class B Notes, in each case, for such Tranche of Class A Notes (determined after giving effect to the application of Investor Charge-Offs pursuant to Section 4.05 and the reallocation of WFCardSeries Available Principal Amount pursuant to clauses (a) through (c) above);

(e) fifth, with respect to each Monthly Period, if after giving effect to payments to be made with respect to such Monthly Period pursuant to subsection 4.01(b), the Servicer has not received the full amount to be paid pursuant to subsection 4.01(b) with respect to that Monthly Period, then WFCardSeries Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes and Class C Notes, minus the aggregate amount of WFCardSeries Available Principal Amounts reallocated pursuant to clauses (a) through (d) above) will be paid to the Servicer in an amount equal to, and allocated to each such Tranche of Class B Notes pro rata based on, in the case of each such Tranche of Class B Notes, the lesser of the following amounts:

(i) the amount of the deficiency allocated to such Tranche of Class B Notes pursuant to Section 4.08; and

(ii) an amount equal to the sum of (A) the Class B Unused Subordinated Amount of Class D Notes and (B) the Class B Unused Subordinated Amount of Class C Notes, in each case, for such Tranche of Class B Notes (determined after giving effect to the application of Investor Charge-Offs pursuant to Section 4.05 and the reallocation of WFCardSeries Available Principal Amount pursuant to clauses (a) through (d) above);

(f) sixth, with respect to each Monthly Period, if after giving effect to payments to be made with respect to such Monthly Period pursuant to subsection 4.01(b), the Servicer has not received the full amount to be paid pursuant to subsection 4.01(b) with respect to that Monthly Period, then WFCardSeries Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes, minus the aggregate amount

45

of WFCardSeries Available Principal Amounts reallocated pursuant to clauses (a) through (e) above) will be paid to the Servicer in an amount equal to, and allocated to each such Tranche of Class C Notes pro rata based on, in the case of each such Tranche of Class C Notes, the lesser of the following amounts:

(i) the amount of the deficiency allocated to such Tranche of Class C Notes pursuant to Section 4.08; and

(ii) an amount equal to the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes (determined after giving effect to the application of Investor Charge-Offs pursuant to Section 4.05 and the reallocation of WFCardSeries Available Principal Amount pursuant to clauses (a) through (e) above);

(g) seventh, to make the targeted deposits to the Principal Funding Account pursuant to Section 4.10;

(h) eighth, to be treated as Shared Excess Available Principal Amounts for application in accordance with Section 4.30; and

(i) ninth, to the Holder of the Transferor Interest.

Section 4.08. Allocation of Servicing Fee Shortfalls. On each Transfer Date, if after giving effect to payments to be made with respect to such Monthly Period pursuant to subsection 4.01(b), the Servicer has not received the full amount to be paid pursuant to subsection 4.01(b) with respect to that Monthly Period, the aggregate amount of such shortfall will be caused to be allocated by the Issuer to each Tranche of Outstanding Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche for such Monthly Period to the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such Monthly Period.

Section 4.09. Computation of Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of WFCardSeries Available Principal Amounts.

(a) Each reallocation of WFCardSeries Available Principal Amounts deposited to the Interest Funding sub-Account of a Tranche of Class A Notes pursuant to subsection 4.07(a) will reduce the Nominal Liquidation Amount of the Class D Notes; provided, however, that the amount of such reduction for each such Tranche of Class A Notes shall not exceed the Class A Unused Subordinated Amount of Class D Notes for such Tranche of Class A Notes (after giving effect to any reductions pursuant to Section 4.05).

(b) Each reallocation of WFCardSeries Available Principal Amounts deposited to the Interest Funding sub-Account of a Tranche of Class A Notes pursuant to subsection 4.07(a) which does not reduce the Nominal Liquidation Amount of Class D Notes pursuant to clause (a) above will reduce the Nominal Liquidation Amount of the Class C Notes; provided, however, that the amount of such reduction for each such Tranche of Class A Notes

46

shall not exceed the Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes (after giving effect to any reductions pursuant to Section 4.05).

(c) Each reallocation of WFCardSeries Available Principal Amounts deposited to the Interest Funding sub-Account of a Tranche of Class A Notes pursuant to subsection 4.07(a) which does not reduce the Nominal Liquidation Amount of Class D Notes pursuant to clause (a) above and does not reduce the Nominal Liquidation Amount of the Class C Notes pursuant to clause (b) above will reduce the Nominal Liquidation Amount of the Class B Notes; provided, however, that the amount of such reduction for each such Tranche of Class A Notes shall not exceed the Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class A Notes (after giving effect to any reductions pursuant to Section 4.05).

(d) Each reallocation of WFCardSeries Available Principal Amounts deposited to the Interest Funding sub-Account of a Tranche of Class B Notes pursuant to subsection 4.07(b) will reduce the Nominal Liquidation Amount (determined after giving effect to clause (a) above) of the Class D Notes; provided however that the amount of such reduction for each such Tranche of Class B Notes shall not exceed the Class B Unused Subordinated Amount of Class D Notes for such Tranche of Class B Notes (after giving effect to clause (a) and any reductions pursuant to Section 4.05).

(e) Each reallocation of WFCardSeries Available Principal Amounts deposited to the Interest Funding sub-Account of a Tranche of Class B Notes pursuant to subsection 4.07(b) which does not reduce the Nominal Liquidation Amount (determined after giving effect to clause (b) above) of Class D Notes pursuant to clause (d) above will reduce the Nominal Liquidation Amount of the Class C Notes; provided, however, that the amount of such reduction for each such Tranche of Class B Notes shall not exceed the Class B Unused Subordinated Amount of Class C Notes for such Tranche of Class B Notes (determined after giving effect to clause (b) above and any reductions pursuant to Section 4.05).

(f) Each reallocation of WFCardSeries Available Principal Amounts deposited into the Interest Funding sub-Account of a Tranche of Class C Notes pursuant to subsection 4.07(c) will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (a) and (d) above) of the Class D Notes; provided however, that the amount of such reduction for each such Tranche of Class C Notes shall not exceed the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes (determined after giving effect to clauses (a) and (d) above and any reductions pursuant to Section 4.05).

(g) Each reallocation of WFCardSeries Available Principal Amounts paid to the Servicer pursuant to subsection 4.07(d) will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (a), (d) and (f) above) of the Class D Notes; provided, however, that the amount of such reduction for each such Tranche of Class A Notes shall not exceed the Class A Unused Subordinated Amount of Class D Notes for such Tranche of Class A Notes (after giving effect to clause (a), (d) and (f) and any reductions pursuant to Section 4.05).

(h) Each reallocation of WFCardSeries Available Principal Amounts paid to the Servicer pursuant to subsection 4.07(d) which does not reduce the Nominal Liquidation

47

Amount of Class D Notes pursuant to clause (g) above will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (b) and (e) above) of the Class C Notes; provided, however, that the amount of such reduction for each such Tranche of Class A Notes shall not exceed the Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes (after giving effect to clauses (b) and (e) and any reductions pursuant to Section 4.05).

(i) Each reallocation of WFCardSeries Available Principal Amounts paid to the Servicer pursuant to subsection 4.07(d) which does not reduce the Nominal Liquidation Amount of the Class D Notes pursuant to clause (g) above and does not reduce the Nominal Liquidation Amount of Class C Notes pursuant to clause (h) above, will reduce the Nominal Liquidation Amount (determined after giving effect to clause (c) above) of the Class B Notes; provided, however, that the amount of such reduction for each such Tranche of Class A Notes shall not exceed the Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class A Notes (after giving effect to clause (c) and any reductions pursuant to Section 4.05).

(j) Each reallocation of WFCardSeries Available Principal Amounts paid to the Servicer pursuant to subsection 4.07(e) will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (a), (d), (f) and (g) above) of the Class D Notes; provided, however, that the amount of such reduction for each such Tranche of Class B Notes shall not exceed the Class B Unused Subordinated Amount of Class D Notes for such Tranche of Class B Notes (after giving effect to clause (a), (d), (f) and (g) above and any reductions pursuant to Section 4.05).

(k) Each reallocation of WFCardSeries Available Principal Amounts paid to the Servicer pursuant to subsection 4.07(e) which does not reduce the Nominal Liquidation Amount of Class D Notes pursuant to clause (j) above will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (b), (e) and (h) above) of the Class C Notes; provided, however, that the amount of such reduction for each such Tranche of Class B Notes shall not exceed the Class B Unused Subordinated Amount of Class C Notes for such Tranche of Class B Notes (after giving effect to clauses (b), (e) and (h) above and any reductions pursuant to Section 4.05).

(l) Each reallocation of WFCardSeries Available Principal Amounts paid to the Servicer pursuant to subsection 4.07(f) will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (a), (d), (f), (g) and (j) above) of the Class D Notes. However, the amount of such reduction for each such Tranche of Class C Notes will not exceed the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes (after giving effect to clauses (a), (d), (f), (g) and (j) above).

(m) The aggregate amount of the reallocation of WFCardSeries Available Principal Amounts which reduce the Nominal Liquidation Amount of Class B Notes pursuant to clauses (c) and (i) above will reduce the Nominal Liquidation Amount (determined after giving effect to any reductions pursuant to Section 4.05) of each Tranche of the Class B Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class B Notes for the related Monthly Period to the Weighted Average Available

48

Funds Allocation Amount for all Class B Notes for the related Monthly Period; provided, however, that any allocation of any such reduction that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class B Notes below zero will be reallocated to the remaining Tranches of Class B Notes as set forth in this clause (m), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (m)) of any Tranche of Class B Notes be reduced below zero; provided further, however, that the amount of any such reduction of the Nominal Liquidation Amount of a Tranche of Class B Notes will be limited by the aggregate amount of such reduction which results in a reduction of the Nominal Liquidation Amount of the Class C Notes and the Class D Notes pursuant to clauses (n) and (p) below.

(n) Each reallocation of WFCardSeries Available Principal Amounts which reduces the Nominal Liquidation Amount of Class B Notes pursuant to clause (m) above will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (b), (e), (h) and (k) above and any reductions pursuant to Section 4.05) of the Class C Notes; provided, however, that the amount of such reduction for each such Tranche of Class B Notes shall not exceed the Class B Unused Subordinated Amount of Class C Notes for such Tranche of Class B Notes (after giving effect to clauses (b), (e), (h) and (k) above and any reductions pursuant to Section 4.05).

(o) Subject to clause (p) below, the aggregate amount of the reallocation of WFCardSeries Available Principal Amounts which reduce the Nominal Liquidation Amount of Class C Notes pursuant to clause (b), (e), (h), (k) and (n) above will reduce the Nominal Liquidation Amount (determined after giving effect to any reductions pursuant to Section 4.05) of each Tranche of the Class C Notes pro rata based on ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class C Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class C Notes for the related Monthly Period; provided, however, that any allocation of any such reduction that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this clause (o), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (o)) of any Tranche of Class C Notes be reduced below zero.

(p) Each reallocation of WFCardSeries Available Principal Amounts which reduces the Nominal Liquidation Amount of Class C Notes pursuant to clause (o) above will reduce the Nominal Liquidation Amount (determined after giving effect to clauses (a), (d), (f), (g), (j), (l) and (n) above and any reductions pursuant to Section 4.05) of the Class D Notes; provided, however, that the amount of such reduction for each such Tranche of Class C Notes shall not exceed the Class C Unused Subordinated Amount of Class D Notes for such Tranche of Class C Notes (after giving effect to clauses (a), (d), (f), (g), (j), (l) and (n) above and any reductions pursuant to Section 4.05).

(q) The aggregate amount of the reallocation of WFCardSeries Available Principal Amounts which reduce the Nominal Liquidation Amount of Class D Notes pursuant to clauses (a), (d), (f), (g), (j), (l) and (n) above will reduce the Nominal Liquidation Amount (determined after giving effect to any reductions pursuant to Section 4.05) of each Tranche of the Class D Notes pro rata based on ratio of the Weighted Average Available Funds Allocation

49

Amount for such Tranche of Class D Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class D Notes for the related Monthly Period; provided, however, that any allocation of any such reduction that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this clause (q), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (q)) of any Tranche of Class D Notes be reduced below zero.

Section 4.10. Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account. The amount of the deposit targeted for any Tranche of Notes with respect to any Monthly Period to be deposited into the Principal Funding sub-Account for that Tranche will be the sum of (i) the amount determined pursuant to clause (a), (b), (c), (d) or (e) with respect to such Tranche for such Monthly Period, as applicable, or if more than one such clause is applicable, the highest amount determined pursuant to any one of such clauses, and (ii) any deposit targeted pursuant to clause (i) with respect to such Tranche for any prior Monthly Period for which the full targeted deposit was not made, but in no case shall the deposited amount be more than the Nominal Liquidation Amount of such Tranche (computed immediately before giving effect to such deposit but after giving effect to any Investor Charge-Offs and any reallocations of WFCardSeries Available Principal Amounts on such date).

(a) Principal Payment Date. With respect to the Monthly Period immediately preceding each Principal Payment Date, the deposit targeted for that Tranche of Notes, unless otherwise specified in the related terms agreement, is equal to the Nominal Liquidation Amount of that Tranche of Notes as of the close of business on the last day of the Monthly Period preceding such Monthly Period (determined after giving effect to any Investor Charge-Offs and any reallocations, payments or deposits of WFCardSeries Available Principal Amounts on the following Transfer Date).

(b) Budgeted Deposits.

(i) Subject to subsection 4.10(d), with respect to each Monthly Period, beginning with the Accumulation Commencement Date, the deposit targeted to be made into the Principal Funding sub-Account for that Tranche will be the Controlled Accumulation Amount for that Tranche specified in the applicable Terms Document, or if no such amount is specified, beginning with the twelfth Monthly Period before the Monthly Period in which the Expected Principal Payment Date of that Tranche of Notes occurs, an amount equal to one-twelfth of the expected Outstanding Dollar Principal Amount of such Tranche of Notes as of such Expected Principal Payment Date.

(ii) Notwithstanding anything to the contrary in clause (i), on or before the Transfer Date immediately preceding the first Business Day of the month that is twelve (12) months prior to the Expected Principal Payment Date of any Tranche of Notes, and each Determination Date thereafter until the Accumulation Commencement Date, the Issuer will determine the “Accumulation Period Length” which will equal the number of whole months not less than the number of whole calendar months reasonably

50

expected by the Issuer to be necessary to accumulate from WFCardSeries Available Principal Amounts an amount equal to the Nominal Liquidation Amount of such Tranche of Notes; provided, however, that the Accumulation Period Length will not be determined to be less than one month; provided further, however, that the method for determining the Accumulation Period Length may be changed at any time the Rating Agency Condition is satisfied with respect to such change.

(c) Prefunding of the Principal Funding sub-Account of Senior Classes. If the Issuer determines as of the end of the preceding Monthly Period with respect to any Class A Notes or Class B Notes that, after giving effect to all allocations and payments with respect to that Monthly Period, the Prefunding Target Amount of that class is greater than zero, the targeted deposit to the Principal Funding sub-Accounts for the affected classes will be the Prefunding Target Amount for the WFCardSeries.

(d) Event of Default, Early Redemption Event, Other Optional or Mandatory Redemption. If any Tranche of Notes has been accelerated during a Monthly Period after the occurrence of an Event of Default, or if an Early Redemption Event with respect to any Tranche of Notes occurs during such Monthly Period, a Reassignment Date is to occur on the Distribution Date relating to such Monthly Period pursuant to subsection 2.04(e) of the Transfer Agreement, or with respect to the Monthly Period immediately preceding any other date fixed for any other optional or mandatory redemption of any Tranche of Notes, the deposit targeted for that Tranche of Notes with respect to that Monthly Period and each following Monthly Period is equal to the Nominal Liquidation Amount of that Tranche of Notes as of the close of business on the last day of the preceding Monthly Period (after taking into account any reallocations, payments or deposits on the following Transfer Date).

(e) Amounts Owed to Derivative Counterparties. If a Tranche of Outstanding Dollar Notes or foreign currency Notes that has a Performing or non-Performing Derivative Agreement for principal that provides for a payment to the applicable Derivative Counterparty, the deposit targeted for that Tranche of Notes on each Transfer Date with respect to any payment to the Derivative Counterparty will be specified in the related Terms Document.

Section 4.11. Allocations among Principal Funding Sub-Accounts. Subject to the restrictions of Section 4.15, the aggregate amount of the deposits to be made to the Principal Funding Account for each Tranche of Notes pursuant to Section 4.10 for each Monthly Period will be caused to be allocated by the Issuer, and a portion deposited in the Principal Funding sub-Account for each Tranche of Notes, as follows:

(a) WFCardSeries Available Principal Amounts Equal to Targeted Amount. Subject to clause (c) below, if WFCardSeries Available Principal Amounts remaining on deposit in the Collection Account and after giving effect to subsections 4.07(a) through (f) are equal to the aggregate amount of WFCardSeries Available Principal Amounts targeted to be deposited into the Principal Funding sub-Account for all Tranches of Notes pursuant to Section 4.10, then that targeted amount is deposited in the Principal Funding sub-Account established for each Tranche.

51

(b) WFCardSeries Available Principal Amounts Are Less Than Targeted Amounts. Subject to clause (c) below, if WFCardSeries Available Principal Amounts remaining on deposit in the Collection Account and after giving effect to subsections 4.07(a) through (f) are less than the aggregate amount targeted to be deposited into the Principal Funding Account for all Tranches of Notes pursuant to Section 4.10, then the amount available will be deposited in the Principal Funding sub-Account established for each Tranche in the following priority:

(i) first, the amount available will be caused to be allocated by the Issuer to the Class A Notes pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class A Notes pursuant to Section 4.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class A Notes pursuant to Section 4.10;

(ii) second, the amount available after the application in clause (i) above will be caused to be allocated by the Issuer to the Class B Notes, pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class B Notes pursuant to Section 4.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class B Notes pursuant to Section 4.10; and

(iii) third, the amount available after the applications in clauses (i) and (ii) above will be caused to be allocated by the Issuer to the Class C Notes, pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class C Notes pursuant to Section 4.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class C Notes pursuant to Section 4.10; and

(iv) fourth, the amount available after the applications in clauses (i) through (iii) above will be caused to be allocated by the Issuer to the Class D Notes, pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class D Notes pursuant to Section 4.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class D Notes pursuant to Section 4.10.

(c) Reallocation of Deposits to the Principal Funding Sub-Account of Subordinated Notes. If the restrictions of subsection 4.15(a) prevent the deposit of WFCardSeries Available Principal Amounts into the Principal Funding sub-Account of any subordinated note, the aggregate amount of WFCardSeries Available Principal Amounts available to make the targeted deposit for such subordinated Tranche will be caused to be allocated by the Issuer first, to each Tranche of Class A Notes pro rata based on the ratio of (A) the Required Subordinated Amount with respect to such Subordinated Class of Notes for such Class A Notes to (B) the Required Subordinated

52

Amount with respect to such Subordinated Class of Notes for all Class A Notes, second, if applicable, to each Tranche of Class B Notes pro rata based on the ratio of (A) the Required Subordinated Amount with respect to such Subordinated Class of Notes for such Class B Notes to (B) the Required Subordinated Amount with respect to such Subordinated Class of Notes for all Class B Notes, and third, if applicable, to each Tranche of Class C Notes pro rata based on the ratio of (A) the Required Subordinated Amount with respect to such Subordinated Class of Notes for such Class C Notes to (B) the Required Subordinated Amount with respect to such Subordinated Class of Notes for all Class C Notes.

Section 4.12. Amounts to Be Treated as WFCardSeries Available Principal Amounts; Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding sub-Accounts. The following deposits and payments will be made on the following dates:

(a) Amounts to be Treated as WFCardSeries Available Principal Amounts. In addition to Available Principal Amounts allocated to the WFCardSeries pursuant to subsection 3.01(a)(ii), the following amounts shall be treated as WFCardSeries Available Principal Amounts for application in accordance with this Article IV for any Monthly Period:

(i) Reallocated WFCardSeries Available Funds. WFCardSeries Available Principal Amounts will include WFCardSeries Available Funds reallocated to be treated as WFCardSeries Available Principal Amounts pursuant to subsections 4.01(c) or 4.01(d).

(ii) Dollar Payments from Derivative Counterparties for Principal. Dollar payments received under Derivative Agreements for principal for any Tranche of Notes will be treated as WFCardSeries Available Principal Amounts.

(iii) Shared Excess Available Principal Amounts. Any Shared Excess Available Principal Amounts allocable to the WFCardSeries will be treated as WFCardSeries Available Principal Amounts for any Transfer Date.

(iv) Other Amounts. The Terms Document for any Tranche of Notes may include additional amounts which are to be treated as WFCardSeries Available Principal Amounts for any Transfer Date.

(b) Payments Received from Derivative Counterparties. Payments received under Derivative Agreements for Notes with principal payable in foreign currencies will be applied as specified in the applicable Terms Document.

(c) Class C Reserve sub-Account. Withdrawals made from the Class C Reserve sub-Account for any Tranche of Notes pursuant to subsection 4.23(b) will be deposited into the applicable Principal Funding sub-Account on the Transfer Date.

53

(d) Class D Reserve sub-Account. Withdrawals made from the Class D Reserve sub-Account for any Tranche of Notes pursuant to subsection 4.25(b) will be deposited into the applicable Principal Funding sub-Account on the Transfer Date.

(e) Receivables Sale Proceeds. Receivables Sales Proceeds received pursuant to subsection 4.20(c)(i) for any Tranche of Notes will be deposited into the applicable Principal Funding sub-Account on the date of receipt by the Issuer.

Section 4.13. Withdrawals from Interest Funding Account. Withdrawals made pursuant to this Section 4.13 with respect to any Tranche of Notes will be made from the Interest Funding sub-Account established for that Tranche only after all allocations and reallocations have been made pursuant to Sections 4.02, 4.03, 4.04 and 4.07. In no event will the aggregate amount of the withdrawals from an Interest Funding sub-Account for any month be more than the amount on deposit in the applicable Interest Funding sub-Account. A single Tranche of Notes may be entitled to more than one of the following withdrawals in any month.

(a) Withdrawals for Dollar Notes. On each Interest Payment Date (or as specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes, an amount equal to the interest due on the applicable Tranche of Notes on such Interest Payment Date (including any overdue and additional interest with respect to prior Interest Payment Dates) will be withdrawn from that Interest Funding sub-Account and remitted to the Paying Agent or as otherwise provided in the applicable Terms Document.

(b) Withdrawals for Foreign Currency Notes with a Non-Performing Derivative Agreement for Interest. On each Interest Payment Date (or as specified in the applicable Terms Document) with respect to a Tranche of foreign currency Notes that has a non-Performing Derivative Agreement for interest, the amount specified in the applicable Terms Document will be withdrawn from that Interest Funding sub-Account and, if so specified in the applicable Terms Document, converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the Paying Agent or as otherwise provided in the applicable Terms Document.

(c) Withdrawals for Discount Notes. On each applicable Principal Payment Date, with respect to each Tranche of Discount Notes, an amount equal to the amount of the accretion of principal of that Tranche of Notes from the prior Principal Payment Date (or, in the case of the first Principal Payment Date, the date of issuance of that Tranche) to but excluding the applicable Principal Payment Date will be withdrawn from that Interest Funding sub-Account and invested in Principal Receivables pursuant to Section 4.17.

(d) Withdrawals for Payments to Derivative Counterparties. On each date on which a payment is required to be made to the Derivative Counterparty under the applicable Derivative Agreement (or as specified in the applicable Terms Document) with respect to any Tranche of Notes which has a Performing or non-Performing Derivative Agreement for interest, an amount equal to the amount of the payment to be made to the Derivative Counterparty under the applicable Derivative Agreement (including any overdue payment and any additional interest

54

on overdue payments) will be withdrawn from that Interest Funding sub-Account and paid to the applicable Derivative Counterparty or as otherwise provided in the applicable Terms Document.

(e) Excess Amounts. After payment in full of any Tranche of Notes, any amount remaining on deposit in the applicable Interest Funding sub-Account will be first, allocated among and deposited to the Interest Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in subsection 4.03(b), second, allocated among and deposited to the Principal Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in subsection 4.11(b), and third, paid to the Issuer.

If the aggregate amount available for withdrawal from an Interest Funding sub-Account for any Tranche of Notes is less than all withdrawals required to be made from that Interest Funding sub-Account for that Tranche in a month, then the amounts on deposit will be withdrawn and, if payable to more than one Person, applied pro rata based on the amounts of the withdrawals required to be made.

Section 4.14. Withdrawals from Principal Funding Account. Withdrawals made pursuant to this Section 4.14 with respect to any Tranche of Notes will be made from the Principal Funding sub-Accounts established for that Tranche only after all allocations have been made pursuant to Sections 4.10, 4.11 and 4.12. In no event will the amount of the withdrawal be more than the amount on deposit in the applicable Principal Funding sub-Account. A single Tranche may be entitled to more than one of the following withdrawals with respect to any Monthly Period.

(a) Withdrawals for Dollar Notes with No Derivative Agreement for Principal. On each applicable Principal Payment Date (or as specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes which has no Derivative Agreement for principal, an amount equal to the principal due on the applicable Tranche of Notes on the applicable Principal Payment Date will be withdrawn from such Principal Funding sub-Account and remitted to the Paying Agent or as otherwise provided by the applicable Terms Document.

(b) Withdrawals for Dollar or Foreign Currency Notes with Performing Derivative Agreements for Principal. On each date on which a payment is required under the applicable Derivative Agreement (or as specified in the applicable Terms Document) with respect to any Tranche of Notes which has a Performing Derivative Agreement for principal, an amount equal to the amount of the payment to be made under the applicable Derivative Agreement will be withdrawn from such Principal Funding sub-Account and paid to the applicable Derivative Counterparty or as otherwise provided by the applicable Terms Document. The Issuer will direct the applicable Derivative Counterparty to remit its payments under the applicable Derivative Agreement to the Paying Agent or as otherwise provided by the applicable Terms Document.

(c) Withdrawals for Dollar Notes with a Non-Performing Derivative Agreement for Principal. On each applicable Principal Payment Date (or as specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes with a non-Performing Derivative Agreement for principal, the amount specified in the applicable terms

55

agreement will be withdrawn from such Principal Funding sub-Account and remitted to the Paying Agent or as otherwise provided by the applicable Terms Document.

(d) Withdrawals for Foreign Currency Notes with Non-Performing Derivative Agreements for Principal. On each Principal Payment Date (or as specified in the applicable Terms Document) with respect to a Tranche of foreign currency Notes that has a non-Performing Derivative Agreement for principal, the amount specified in the applicable Terms Document will be withdrawn from such sub-Account and, if so specified in the applicable Terms Document, converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the Paying Agent or as otherwise provided by the applicable Terms Document.

(e) Withdrawal of Prefunding Excess Amount. If the Issuer on any date determines with respect to any class of Class A Notes or Class B Notes that, after giving effect to all issuances, deposits, allocations, reallocations and payments on such date, the Prefunding Excess Amount of that class is greater than zero, that amount will be withdrawn from the Principal Funding sub-Account of that class of Notes and first, allocated among and deposited to the Principal Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in subsection 4.11(b), and then, paid to the Holder of the Transferor Interest.

(f) Legal Maturity Date. On the Legal Maturity Date of any Tranche, after giving effect to any deposits, allocations, reallocations, sales of Receivables or other payments to be made on that date, amounts on deposit in the Principal Funding sub-Account of any Tranche of a Subordinated Class of Notes may be applied to pay principal of that Tranche, to make a payment under a Derivative Agreement with respect to principal of that Tranche or to make other payments as specified in the related Terms Document.

(g) Excess Amounts. Upon payment in full of any Tranche of Notes, any remaining amount on deposit in the applicable Principal Funding sub-Account will be first, allocated among and deposited to the Interest Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in subsection 4.03(b), second, allocated among and deposited to the Principal Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in subsection 4.11(b), and third, paid to the Issuer.

If the aggregate amount available for withdrawal from a Principal Funding sub-Account for any Tranche of Notes is less than all withdrawals required to be made from that Principal Funding sub-Account for that Tranche in a month, then the amounts on deposit will be withdrawn and, if payable to more than one Person, applied pro rata based on the amounts of the withdrawals required to be made.

56

Section 4.15. Limit on Deposits to the Principal Funding Sub-Account of Subordinated Notes; Limit on Repayments of all Tranches.

(a) Limit on Deposits to the Principal Funding Sub-Account of Subordinated Notes.

(i) No WFCardSeries Available Principal Amounts will be deposited in the Principal Funding sub-Account of any Tranche of Class B Notes unless, following such deposit, the available subordinated amount of Class B Notes is at least equal to the aggregate Class A Unused Subordinated Amount of Class B Notes for all Outstanding Class A Notes. For this purpose, the available subordinated amount of Class B Notes is equal to the aggregate Nominal Liquidation Amount of all other Class B Notes of the WFCardSeries which are Outstanding after giving effect to the deposit into the Principal Funding sub-Account of such Tranche of Class B Notes and all other Class B Notes which have a targeted deposit into the Principal Funding Account for such Monthly Period after giving effect to reductions or reallocations on such Transfer Date.

(ii) No WFCardSeries Available Principal Amounts will be deposited in the Principal Funding sub-Account of any Tranche of Class C Notes unless, following such deposit, (A) the available subordinated amount of Class C Notes is at least equal to the Class B Unused Subordinated Amount of Class C Notes for all Outstanding Class B Notes and (B) the available subordinated amount of Class C Notes is at least equal to the Class A Unused Subordinated Amount of Class C Notes for all Outstanding Class A Notes. For this purpose, the available subordinated amount of Class C Notes is equal to the aggregate Nominal Liquidation Amount of all other Class C Notes of the WFCardSeries which are Outstanding after giving effect to the deposit into the Principal Funding sub-Account of such Tranche of Class C Notes and all other Class C Notes which have a targeted deposit into the Principal Funding Account for such Monthly Period after giving effect to reductions or reallocations on such Transfer Date.

(iii) No WFCardSeries Available Principal Amounts will be deposited in the Principal Funding sub-Account of any Tranche of Class D Notes unless, following such deposit, (A) the available subordinated amount of Class D Notes is at least equal to the Class C Unused Subordinated Amount of Class D Notes for all Outstanding Class C Notes, (B) the available subordinated amount of Class D Notes is at least equal to the Class B Unused Subordinated Amount of Class D Notes for all Outstanding Class B Notes and (C) the available subordinated amount of Class D Notes is at least equal to the Class A Unused Subordinated Amount of Class D Notes for all Outstanding Class A Notes. For this purpose, the available subordinated amount of Class D Notes is equal to the aggregate Nominal Liquidation Amount of all other Class D Notes of the WFCardSeries which are Outstanding after giving effect to the deposit into the Principal Funding sub-Account of such Tranche of Class D Notes and all other Class D Notes which have a targeted deposit into the Principal Funding Account for such Monthly Period after giving effect to reductions or reallocations on such Transfer Date.

57

(iv) Notwithstanding anything in the Indenture or this Indenture Supplement to the contrary, WFCardSeries Available Principal Amounts will be deposited in the Principal Funding sub-Account of a Subordinated Note, if and only to the extent that (A) such deposit is not contrary to clause (a)(i), (a)(ii) or (a)(iii) above, and (B) the Prefunding Target Amount for each Senior Class of Notes is zero.

(v) This subsection 4.15(a) shall not prevent deposits to the Principal Funding sub-Account of a Tranche of Subordinated Notes on the Legal Maturity Date of such Tranche (or, if the Legal Maturity Date of such Tranche is not a Distribution Date, on the Distribution Date immediately preceding such Legal Maturity Date).

(b) Limit on Repayments of all Tranches. No amounts on deposit in a Principal Funding sub-Account for any Tranche of Class A Notes or Class B Notes will be applied to pay principal of that Tranche or to make a payment under a Derivative Agreement with respect to principal of that Tranche in excess of the highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related Terms Document). In the case of any Tranche of Class C Notes, no amounts on deposit in a Principal Funding sub-Account or, if applicable, a Class C Reserve sub-Account for any such Tranche will be applied to pay principal of that Tranche or to make a payment under a Derivative Agreement with respect to principal of that Tranche in excess of the highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related Terms Document). In the case of any Tranche of Class D Notes, no amounts on deposit in a Principal Funding sub-Account or, if applicable, a Class D Reserve sub-Account for any such Tranche will be applied to pay principal of that Tranche or to make a payment under a Derivative Agreement with respect to principal of that Tranche in excess of the highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related Terms Document).

Section 4.16. Calculation of Nominal Liquidation Amount. On or prior to each Transfer Date, the Issuer shall calculate the Nominal Liquidation Amount of each Tranche of Outstanding Notes in the WFCardSeries which shall be the following amount:

(a) as of the date of issuance of such Tranche of Notes, the Initial Dollar Principal Amount of such Tranche of Notes; and

(b) thereafter, the sum of, without duplication:

(i) the Nominal Liquidation Amount of such Tranche of Notes immediately after the prior date of determination; plus

(ii) with respect to any Tranche of Discount Notes, the aggregate amount of any accretions of principal on that Tranche paid to the Issuer for investment in Principal Receivables pursuant to subsection 4.17(a) since the prior date of determination; plus

58

(iii) the aggregate amount withdrawn from the Principal Funding sub-Account pursuant to subsection 4.14(e) for such Tranche since the prior date of determination; plus

(iv) such Tranche’s allocable share of all reimbursements of its Nominal Liquidation Amount Deficit pursuant to subsection 4.01(d) since the prior date of determination, determined as set forth in Section 4.06; minus

(v) such Tranche’s allocable share of all reallocations of WFCardSeries Available Principal Amounts pursuant to Section 4.07 since the prior date of determination, determined as set forth in Section 4.09; minus

(vi) the amount of the reduction of the Nominal Liquidation Amount of such Tranche resulting from an allocation of Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.05; minus

(vii) the amount deposited in the applicable Principal Funding sub-Account for such Tranche (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination;

provided, however, that (1) the Nominal Liquidation Amount of a Tranche of Notes may never be less than zero, (2) the Nominal Liquidation Amount of any Tranche of Notes may never be greater than the Outstanding principal amount of such Tranche and (3) the Nominal Liquidation Amount of any Tranche of Notes that has caused a sale of Receivables pursuant to Section 4.20 will be zero.

The Nominal Liquidation Amount for the WFCardSeries will be the sum of the Nominal Liquidation Amounts of all of the Tranches of Notes of the WFCardSeries.

Section 4.17. Reinvestment in Principal Receivables.

(a) The amount of principal accreted on any Tranche of Discount Notes available pursuant to subsection 4.13(c) will be paid to the Issuer to be reinvested in Principal Receivables.

(b) The portion of the Prefunding Excess Amount, if any, withdrawn from the Principal Funding Account and paid to the Issuer pursuant to subsection 4.14(e) will be reinvested in Principal Receivables.

Section 4.18. Netting of Deposits and Payments. The Issuer, in its sole discretion, may make or cause to be made all deposits to Interest Funding sub-Accounts and Principal Funding sub-Accounts pursuant to Sections 4.02 and 4.10 with respect to any Monthly Period net of, and after giving effect to, (a) all reallocations to be made pursuant to Section 4.07, (b) all payments to be made to Derivative Counterparties pursuant to Sections 4.13 and 4.14, (c)

59

all reinvestments in Principal Receivables to be made pursuant to Section 4.17 and (d) all payments to the Issuer pursuant to subsection 4.07(i).

Section 4.19. Pro rata Payments within a Tranche. All payments of principal, interest or other amounts to Holders of the Notes of a single Tranche will be made pro rata based on the Stated Principal Amount of their Notes.

Section 4.20. Sale of Receivables for Accelerated Notes or on a Legal Maturity Date.

(a) (i) If a Tranche of Notes has been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of not less than 66 2/3% in Outstanding Dollar Principal Amount of that Tranche of Notes will, cause the Issuer to sell, and the Issuer does hereby agree to sell at such time, Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due and additional interest on the affected Tranche.

(ii) Such a sale will be permitted only if at least one of the following conditions is met:

(A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent; or

(B) the net proceeds of such sale (plus amounts on deposit in the applicable sub-Accounts and payments to be received from any applicable Derivative Agreement) would be sufficient to pay all amounts due on the accelerated Tranche of Notes; or

(C) if the Indenture Trustee determines that the funds to be allocated to the accelerated Notes, including (1) WFCardSeries Available Funds and WFCardSeries Available Principal Amounts allocable to the accelerated Tranche of Notes, (2) payments to be received from any applicable Derivative Agreement and (3) amounts on deposit in the applicable sub-Accounts, may not be sufficient on any ongoing basis to make payments on the accelerated Tranche of Notes as such payments would have become due if such obligations had not been declared due and payable, and 66-2/3% of the Holders of the accelerated Tranche of Notes consent to the sale.

(iii) In the case of an acceleration of a Tranche of Notes of a Subordinated Class, if the provisions of Section 4.15 would prevent the payment of the accelerated Tranche of Subordinated Notes, such sale will be delayed until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes of that series has been reached such that the amount of such accelerated Tranche is no longer required to provide subordination for the Senior Classes of Notes.

60

(b) If the Nominal Liquidation Amount with respect to any Tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to any adjustments, deposits and distributions otherwise to be made on that Legal Maturity Date), the Indenture Trustee will sell, and the Issuer does hereby agree to such sale at such time, Principal Receivables and the related Finance Charge Receivables (or interests therein) on that Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due and additional interest on the affected Tranche.

(c) Sales proceeds received with respect to a Tranche of Notes received pursuant to clause (a) or (b) will be caused to be allocated by the Issuer in the following priority:

(i) first, to be deposited in the Principal Funding sub-Account for that Tranche of Notes, an amount up to the amount that would be necessary to increase the aggregate amount on deposit in such sub-Account to the principal amount for such Tranche of Notes (notwithstanding any limitation in Section 4.10 to the contrary); and

(ii) second, to be deposited in the Interest Funding sub-Account of that Tranche of Notes, the balance of such sales proceeds.

(d) Any amount remaining on deposit in the Interest Funding sub-Account for a Tranche of Notes that has caused a sale of Receivables pursuant to this Section 4.20 after final payment thereof pursuant to Section 5.04 of the Indenture will be treated as WFCardSeries Available Funds.

Section 4.21. Calculation of Prefunding Target Amount.

(a) With respect to all Tranches of Class A Notes, the Prefunding Target Amount means the greater of the amount computed under clauses (i), (ii) or (iii) for the applicable Monthly Period:

(i) The Prefunding Target Amount for Tranches of Class A Notes with respect to Class B Notes for any day during any Monthly Period is equal to an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of Class A Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class B Notes (other than Tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate amount of the Class A Required Subordinated Amount of Class B Notes for all Tranches of Class A Notes of which are Outstanding as of the end of the preceding

61

Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date).

(ii) The Prefunding Target Amount for Tranches of Class A Notes with respect to Class C Notes for any day during any Monthly Period is equal to an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of Class A Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class C Notes (other than Tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate amount of the Class A Required Subordinated Amount of Class C Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date).

(iii) The Prefunding Target Amount for Tranches of Class A Notes with respect to Class D Notes for any day during any Monthly Period is equal to an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of Class A Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class D Notes (other than Tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate amount of the Class A Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date).

(b) With respect to all Tranches of Class B Notes, the Prefunding Target Amount means the greater of the amount computed under clause (i) or (ii) for the applicable Monthly Period:

(i) The Prefunding Target Amount for Tranches of Class B Notes with respect to Class C Notes for any day during any Monthly Period is equal to an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal

62

Amount of Class B Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class C Notes (other than Tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate amount of the Class B Required Subordinated Amount of Class C Notes for all Tranches of Class B Notes of which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date).

(ii) The Prefunding Target Amount for Tranches of Class B Notes with respect to Class D Notes for any day during any Monthly Period is equal to an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of Class B Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class D Notes (other than Tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate amount of the Class B Required Subordinated Amount of Class D Notes for all Tranches of Class B Notes which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date).

(c) With respect to all Tranches of Class C Notes, the Prefunding Target Amount means with respect to Class D Notes for any day during any Monthly Period an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of Class C Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class D Notes (other than Tranches which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate amount of the Class C Required Subordinated Amount of Class D Notes for all Tranches of Class C Notes which are Outstanding as of the end of the

63

preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Transfer Date).

(d) On any day during any Monthly Period on which the Prefunding Target Amount for any Tranche of senior notes first exceeds zero, the Issuer will notify the Transferor, the Servicer and the Paying Agent, as applicable, pursuant to Section 5.04 of the Indenture of such event.

Section 4.22. Targeted Deposits to the Class C Reserve Account.

(a) The aggregate deposit targeted to be made to the Class C Reserve Account with respect to each Transfer Date is an amount equal to the sum of Class C Reserve sub-Account deposits, if any, targeted to be made for each specified Tranche of Class C Notes. The amount of any such deposit, the aggregate amount targeted to be on deposit after giving effect to any such deposit and the circumstances that require that a deposit be made will be set forth in the Terms Document for such Tranche of Class C Notes. Unless another time is specified for making such deposits in the Terms Document for each such Tranche of Class C Notes, these deposits will be made on each Transfer Date.

(b) If the amount of funds available for a Transfer Date pursuant to subsection 4.01(f) is at least equal to the aggregate amount of the deposits targeted by clause (a) above, then the full amount of each such deposit will be made.

(c) If the amount of funds available for a Transfer Date pursuant to subsection 4.01(f) is less than the aggregate amount of deposits targeted by clause (a) above, then the amount available will be caused to be allocated by the Issuer to each Tranche of Class C Notes to the extent of its targeted deposit to the applicable Class C Reserve sub-Account pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class C Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class C Notes for the related Monthly Period that have a targeted deposit to its Class C Reserve sub-Account; provided, however, that any excess identified in this clause (c), including in the application of this proviso, will be caused to be allocated by the Issuer to each Tranche of Class C Notes which has a remaining targeted deposit to its Class C Reserve sub-Account up to the amount of such remaining targeted deposit pro rata (based on the ratio of Weighted Average Available Funds Allocation Amount for such Tranche of Class C Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class C Notes with a remaining targeted deposit for the related Monthly Period).

Section 4.23. Withdrawals from the Class C Reserve Account. Withdrawals for any Tranche of Class C Notes will be made from the applicable Class C Reserve sub-Account as specified below.

(a) Payments of Interest; Payments with Respect to Derivative Agreements for Interest, Accretion on Discount Notes. If the amount on deposit in the Interest Funding sub- Account for any Tranche of Class C Notes is insufficient to pay in full the amounts for which

64

withdrawals are required under Section 4.13, on the Transfer Date immediately preceding the date of such payment, an amount equal to that deficiency will be withdrawn from the Class C Reserve sub-Account for such Tranche and deposited into the Interest Funding sub-Account for such Tranche.

(b) Payments of Principal; Payments with Respect to Derivative Agreements for Principal. If, on and after the earliest to occur of (i) the date on which any Tranche of Class C Notes are accelerated pursuant to Section 7.02 of the Indenture following an Event of Default with respect to such Tranche, (ii) any date on or after the Transfer Date immediately preceding the Expected Principal Payment Date on which the amount on deposit in the Principal Funding sub-Account for any Tranche of Class C Notes plus the aggregate amount on deposit in the Class C Reserve sub-Account for such Tranche of the Class C Notes equals or exceeds the Outstanding Dollar Principal Amount of such Class C Notes and (iii) the Legal Maturity Date for any Tranche of Class C Notes, the amount on deposit in the Principal Funding sub-Account for any Tranche of Class C Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 4.14, an amount equal to that deficiency will be withdrawn from that Class C Reserve sub-Account for such Tranche and deposited into that Principal Funding sub-Account on the Transfer Date before the date of the applicable withdrawal required pursuant to Section 4.14.

(c) Withdrawal of Excess Amounts. If on any Transfer Date with respect to which no Class C Notes have been accelerated, the aggregate amount on deposit in the Class C Reserve Account exceeds the amount required to be on deposit in the Class C Reserve Account, the amount of such excess will be withdrawn from the Class C Reserve Account and first, allocated among and deposited to the Class C Reserve sub-Account of the Tranches of Class C Notes in the manner, order and priority set forth in subsection 4.22(c), and then, any excess shall be applied in accordance with subsections 4.01(g) through 4.01(j). Upon payment in full of any Tranche of Class C Notes, any amount on deposit in the applicable Class C Reserve sub-Account will be applied in accordance with the preceding sentence.

Section 4.24. Targeted Deposits to the Class D Reserve Account.

(a) The aggregate deposit targeted to be made to the Class D Reserve Account with respect to each Transfer Date is an amount equal to the sum of Class D Reserve sub-Account deposits, if any, targeted to be made for each specified Tranche of Class D Notes. The amount of any such deposit, the aggregate amount targeted to be on deposit after giving effect to any such deposit and the circumstances that require that a deposit be made will be set forth in the Terms Document for such Tranche of Class D Notes. Unless another time is specified for making such deposits in the Terms Document for each such Tranche of Class D Notes, these deposits will be made on each Transfer Date.

(b) If the amount of funds available for a Transfer Date pursuant to subsection 4.01(g) is at least equal to the aggregate amount of the deposits targeted by clause (a) above, then the full amount of each such deposit will be made.

65

(c) If the amount of funds available for a Transfer Date pursuant to subsection 4.01(g) is less than the aggregate amount of deposits targeted by clause (a) above, then the amount available will be caused to be allocated by the Issuer to each Tranche of Class D Notes to the extent of its targeted deposit to the applicable Class D Reserve sub-Account pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Class D Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class D Notes for the related Monthly Period that have a targeted deposit to its Class D Reserve sub-Account; provided, however, that any excess identified in this clause (c), including in the application of this proviso, will be caused to be allocated by the Issuer to each Tranche of Class D Notes which has a remaining targeted deposit to its Class D Reserve sub-Account up to the amount of such remaining targeted deposit pro rata (based on the ratio of Weighted Average Available Funds Allocation Amount for such Tranche of Class D Notes for the related Monthly Period to the Weighted Average Available Funds Allocation Amount for all Class D Notes with a remaining targeted deposit for the related Monthly Period).

Section 4.25. Withdrawals from the Class D Reserve Account. Withdrawals for any Tranche of Class D Notes will be made from the applicable Class D Reserve sub-Account as specified below.

(a) Payments of Interest; Payments with Respect to Derivative Agreements for Interest, Accretion on Discount Notes. If the amount on deposit in the Interest Funding sub- Account for any Tranche of Class D Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 4.13, on the Transfer Date immediately preceding the date of such payment, an amount equal to that deficiency will be withdrawn from the Class D Reserve sub-Account for such Tranche and deposited into the Interest Funding sub-Account for such Tranche.

(b) Payments of Principal; Payments with Respect to Derivative Agreements for Principal. If, on and after the earliest to occur of (i) the date on which any Tranche of Class D Notes are accelerated pursuant to Section 7.02 of the Indenture following an Event of Default with respect to such Tranche, (ii) any date on or after the Transfer Date immediately preceding the Expected Principal Payment Date on which the amount on deposit in the Principal Funding sub-Account for any Tranche of Class D Notes plus the aggregate amount on deposit in the Class D Reserve sub-Account for such Tranche of the Class D Notes equals or exceeds the Outstanding Dollar Principal Amount of such Class D Notes and (iii) the Legal Maturity Date for any Tranche of Class D Notes, the amount on deposit in the Principal Funding sub-Account for any Tranche of Class D Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 4.14, an amount equal to that deficiency will be withdrawn from that Class D Reserve sub-Account for such Tranche and deposited into that Principal Funding sub-Account on the Transfer Date before the date of the applicable withdrawal required pursuant to Section 4.14.

(c) Withdrawal of Excess Amounts. If on any Transfer Date with respect to which no Class D Notes have been accelerated, the aggregate amount on deposit in the Class D Reserve Account exceeds the amount required to be on deposit in the Class D Reserve Account, the amount of such excess will be withdrawn from the Class D Reserve Account and first,

66

allocated among and deposited to the Class D Reserve sub-Account of the Tranches of Class D Notes in the manner, order and priority set forth in subsection 4.24(c), and then, any excess shall be applied in accordance with subsections 4.01(h) though 4.01(j). Upon payment in full of any Tranche of Class D Notes, any amount on deposit in the applicable Class D Reserve sub-Account will be applied in accordance with the preceding sentence.

Section 4.26. Targeted Deposits to the Accumulation Reserve sub-Accounts.

(a) The aggregate deposit targeted to be made to the Accumulation Reserve sub-Accounts with respect to each Monthly Period is an amount equal to the sum of Accumulation Reserve sub-Account deposits, if any, targeted to be made for each specified Tranche of Notes. The amount of any such deposit, the aggregate amount targeted to be on deposit after giving effect to any such deposit and the circumstances that require that a deposit be made will be set forth in the Terms Document for such Tranche of Notes. Unless another time is specified for making such deposits in the Terms Document for each such Tranche of Notes, these deposits will be made on each Transfer Date.

(b) If the amount of funds available for a Monthly Period pursuant to subsection 4.01(e) is at least equal to the aggregate amount of the deposits targeted by clause (a) above, then the full amount of each such deposit will be made.

(c) If the amount of funds available for a Monthly Period pursuant to subsection 4.01(e) is less than the aggregate amount of deposits targeted by clause (a) above, then the amount available will be caused to be allocated by the Issuer to each Tranche of Notes to the extent of its targeted deposit to the applicable Accumulation Reserve sub-Account pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Tranche of Notes for such Monthly Period to the Weighted Average Available Funds Allocation Amount for all Tranches of Notes that have a targeted deposit to its Accumulation Reserve sub-Account for such Monthly Period; provided, however, that any excess identified in this clause (c), including in the application of this proviso, will be caused to be allocated by the Issuer to each Tranche of Notes which has a remaining targeted deposit to its Accumulation Reserve sub-Account up to the amount of such remaining targeted deposit pro rata based on the ratio of Weighted Average Available Funds Allocation Amount for such Tranche of Notes for such Monthly Period to the Weighted Average Available Funds Allocation Amount for all Tranches of Notes with a remaining targeted deposit for such Monthly Period.

Section 4.27. Withdrawals from the Accumulation Reserve sub-Accounts. Withdrawals for any Tranche of Notes will be made from the applicable Accumulation Reserve sub-Account as specified below.

(a) Interest. On or prior to each Transfer Date, the Issuer will calculate the PFA Accumulation Earnings Shortfall (if any) for the Principal Funding sub-Account for each Tranche of Notes. If there is any PFA Accumulation Earnings Shortfall for any Principal Funding sub-Account for that Transfer Date for any Tranche of Notes, the Issuer will cause to be withdrawn such amount from the applicable Accumulation Reserve sub-Account, to the extent available, for treatment as WFCardSeries Available Funds for such Monthly Period.

67

(b) Payment to Issuer. If on any Transfer Date the aggregate amount on deposit in the Accumulation Reserve Account exceeds the amount required to be on deposit in the Accumulation Reserve Account, the amount of such excess will be withdrawn from the Accumulation Reserve Account and paid to the Issuer.

Section 4.28. Computation of Interest.

(a) Unless otherwise provided as contemplated in Section 3.01 of the Indenture, (i) interest on the Notes computed at a fixed rate will be calculated on the basis of a 360-day year of twelve 30-day months and (ii) interest on Notes computed on the basis of a floating or periodic rate will be calculated on the basis of a 360-day year for the actual number of days elapsed.

(b) Unless otherwise specified in this Indenture Supplement or the applicable Terms Document, interest for any period will be calculated from and including the first day of such period, to but excluding the last day of such period.

Section 4.29. Excess Available Funds Sharing.

(a) Shared Excess Available Funds allocable to the WFCardSeries on any Transfer Date shall be treated as WFCardSeries Available Funds for such Transfer Date.

(b) Shared Excess Available Funds allocable to the WFCardSeries with respect to any Transfer Date shall mean an amount equal to the Series Available Funds Shortfall, if any, with respect to the WFCardSeries for such Transfer Date; provided, however, that if the aggregate amount of Shared Excess Available Funds for all Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One for such Transfer Date is less than the Aggregate Series Available Funds Shortfall for such Transfer Date, then Shared Excess Available Funds allocable to the WFCardSeries on such Transfer Date shall equal the product of (i) Shared Excess Available Funds for all Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One for such Transfer Date and (ii) a fraction, the numerator of which is the Series Available Funds Shortfall with respect to the WFCardSeries for such Transfer Date and the denominator of which is the Aggregate Series Available Funds Shortfall for all Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One for such Transfer Date.

Section 4.30. Excess Available Principal Amounts Sharing.

(a) Shared Excess Available Principal Amounts allocable to the WFCardSeries on any Transfer Date shall be treated as WFCardSeries Available Principal Amounts for such Transfer Date.

(b) Shared Excess Available Principal Amounts allocable to the WFCardSeries with respect to any Transfer Date shall mean an amount equal to the Series Available Principal Amounts Shortfall, if any, with respect to the WFCardSeries for such Transfer Date; provided, however, that if the aggregate amount of Shared Excess Available

68

Principal Amounts for all Excess Available Principal Amounts Sharing Series in Excess Available Principal Amounts Sharing Group One for such Transfer Date is less than the Aggregate Series Available Principal Amount Shortfall for such Transfer Date, then Shared Excess Available Principal Amounts allocable to the WFCardSeries on such Transfer Date shall equal the product of (i) Shared Excess Available Principal Amounts for all Excess Available Principal Amounts Sharing Series in Excess Available Principal Amounts Sharing Group One for such Transfer Date and (ii) a fraction, the numerator of which is the Series Available Principal Amount Shortfall with respect to the WFCardSeries for such Transfer Date and the denominator of which is the Aggregate Series Available Principal Amounts Shortfall for all Excess Available Principal Amounts Sharing Series in Excess Available Principal Amounts Sharing Group One for such Transfer Date.

69

ARTICLE V

EARLY REDEMPTION OF NOTES

Section 5.01. Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 12.01 of the Indenture, the following events shall constitute a “Series Early Redemption Event” with respect to the WFCardSeries Notes:

(a) for any month the amount of Excess Available Funds averaged over the three preceding Monthly Periods is less than the Required Excess Available Funds for such month;

(b) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Transfer Agreement, on or before the date occurring five days after the date such payment or deposit is required to be made or (ii) duly to observe or perform in any material respect any covenants or agreements of the Transferor set forth in the Transfer Agreement, which failure has a material adverse effect on the WFCardSeries Noteholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Issuer or the Indenture Trustee, or to the Transferor, the Issuer and the Indenture Trustee by the WFCardSeries Noteholders evidencing, in the aggregate, not less than 50% of the Nominal Liquidation Amount of this WFCardSeries, and continues to affect materially and adversely the interests of the WFCardSeries Noteholders for such period;

(c) any representation or warranty made by the Transferor in the Transfer Agreement, or any information contained in a computer file required to be delivered by the Transferor pursuant to Sections 2.01 or 2.06 of the Transfer Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Issuer or the Indenture Trustee, or to the Transferor, the Issuer and the Indenture Trustee by the WFCardSeries Noteholders evidencing, in the aggregate, not less than 50% of the Nominal Liquidation Amount of this WFCardSeries, and (ii) as a result of which the interests of the WFCardSeries Noteholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Series Early Redemption Event pursuant to this Section 5.01 hereof shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement;

(d) the Transferor shall fail to convey Receivables arising under Additional Accounts, or Participations, to the Issuer, as required by subsection 2.06(a) of the Transfer Agreement; or

(e) any Servicer Default shall occur which would have a material adverse effect on the WFCardSeries Noteholders;

70

then, in the case of any event described in subsections 5.01(b), (c) or (e) hereof, after the applicable grace period set forth in such subparagraphs, if any, the Issuer, the Indenture Trustee or WFCardSeries Noteholders evidencing, in the aggregate, not less than 66 2/3% of the Nominal Liquidation Amount of this WFCardSeries by notice then given in writing to the Transferor (and to the Issuer and the Indenture Trustee if given by the Issuer, the Indenture Trustee or WFCardSeries Noteholders) may declare that a Series Early Redemption Event has occurred as of the date of such notice, and in the case of any event described in subsections 5.01(a) or (d) hereof, a Series Early Redemption Event shall occur without any notice or other action on the part of the Issuer, the Indenture Trustee or WFCardSeries Noteholders immediately upon the occurrence of such event.

In addition, the Terms Document for any Tranche of Notes may list additional events which are “Early Redemption Events” with respect to such Tranche of Notes.

71

ARTICLE VI

ACCOUNTS AND INVESTMENTS

Section 6.01. Accounts.

(a) On or before the Closing Date, the Issuer will cause to be established and maintained with the Paying Agent five Qualified Trust Accounts denominated as follows: the “Interest Funding Account,” the “Principal Funding Account,” the “Accumulation Reserve Account,” the “Class C Reserve Account” and the “Class D Reserve Account” in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the WFCardSeries Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders, or, in the case of the Class D Reserve Account, for the benefit of the Class D Noteholders). The Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account constitute Supplemental Accounts and shall be under the “control” (as defined in §§ 9-104 or 9-106 of the UCC, as applicable) of the Indenture Trustee for the benefit of the WFCardSeries Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders). If, at any time, the institution holding either the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account or the Class D Reserve Account ceases to be a Qualified Institution, the Issuer will within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which the Rating Agency Condition is satisfied) establish a new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account, as the case may be, that is a Qualified Trust Account and shall transfer any cash and/or investments to such new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account, as the case may be. From the date such new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account or Class C Reserve Account is established, it will be the “Interest Funding Account,” “Principal Funding Account,” “Accumulation Reserve Account,” “Class C Reserve Account” or “Class D Reserve Account,” as the case may be. Each Tranche of Notes will have its own sub-Account within the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, with respect to the Class C Notes, the Class C Reserve Account and, with respect to the Class D Notes, the Class D Reserve Account, each of which will be referred to as an “Interest Funding sub-Account,” a “Principal Funding sub-Account,” an “Accumulation Reserve sub-Account,” a “Class C Reserve sub-Account” or a “Class D Reserve sub-Account,” respectively. The Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account will receive deposits pursuant to Article IV.

(b) Notwithstanding any provision of subsection 4.03(a) of the Indenture to the contrary, the Issuer shall cause any prefunded amounts on deposit in the Principal Funding Account to be invested in Permitted Investments that will mature no later than the following Business Day.

72

(c) All payments to be made from time to time by the Paying Agent to Noteholders out of funds in the Interest Funding Account, the Principal Funding Account, the Collection Account, the Accumulation Reserve Account, the Class C Reserve Account or the Class D Reserve Account pursuant to this Indenture Supplement will be made by the Paying Agent not later than 12:00 noon on the applicable Interest Payment Date or Principal Payment Date (or as otherwise provided in Article IV) but only to the extent of available funds in the applicable sub-Account. For the avoidance of doubt, the Paying Agent shall make such payments based solely upon written instructions furnished to the Paying Agent by the Issuer.

(d) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Class C Reserve Account will be retained in the Class C Reserve Account, to the extent that the sum of the amount on deposit in the Class C Reserve Account with respect to the related Monthly Period is less than the required balance (pursuant to Section 4.22) for the Class C Reserve Account for that Monthly Period, and the excess, if any, will be paid to the Issuer.

(e) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Class D Reserve Account will be retained in the Class D Reserve Account, to the extent that the sum of the amount on deposit in the Class D Reserve Account with respect to the related Monthly Period is less than the required balance (pursuant to Section 4.24) for the Class D Reserve Account for that Monthly Period, and the excess, if any, will be paid to the Issuer.

73

ARTICLE VII

SERVICING COMPENSATION

Section 7.01. Servicing Compensation. The share of the Investor Servicing Fee allocable to the WFCardSeries with respect to any Transfer Date shall be equal to one-twelfth of the product of (i) the WFCardSeries Servicing Fee Percentage and (ii) the Weighted Average Available Funds Allocation Amount for the WFCardSeries for the Monthly Period immediately preceding such Transfer Date (the “WFCardSeries Servicing Fee”). So long as WFBNA is the Servicer, a portion of the WFCardSeries Servicing Fee will be paid exclusively from Servicer Interchange. Servicer Interchange will be paid to the Servicer pursuant to subsection 4.01(b)(i). Should the Servicer Interchange on deposit in the Collection Account on any Transfer Date with respect to the related Monthly Period be less than one-twelfth of 0.75% of the Weighted Average Available Funds Allocation Amount for the WFCardSeries for such Monthly Period, the WFCardSeries Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. In addition to the Servicer Interchange, the portion of the WFCardSeries Servicing Fee that is allocable to the WFCardSeries with respect to any Transfer Date (the “WFCardSeries Net Servicing Fee”) shall be equal to one-twelfth of the product of (i) the WFCardSeries Net Servicing Fee Rate and (ii) the Weighted Average Available Funds Allocation Amount for WFCardSeries for the immediately preceding Monthly Period. The WFCardSeries Net Servicing Fee will be paid to the Servicer pursuant to subsection 4.01(b)(ii). Except as specifically provided above, the Servicing Fee shall be paid by the cash flows from the Collateral allocated to the Transferor or the Noteholders of other Series (as provided in the related Indenture Supplements) and in no event shall the Issuer, the Indenture Trustee, the Paying Agent, the Note Registrar or the WFCardSeries Noteholders be liable therefor. The WFCardSeries Net Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in respect thereof.

74

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

WF CARD ISSUANCE TRUST,
By: WF CARD FUNDING, LLC, as   Beneficiary and not in its individual capacity
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as Paying Agent and as Note Registrar
By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and not in its individual capacity
By:
	Name:
	Title:

Acknowledged and Accepted by:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as, Servicer
By:
	Name:
	Title:

[Signature Page to Indenture Supplement]

INDENTURE SUPPLEMENT

EXHIBIT A-1

[FORM OF] CLASS A NOTE

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE COVENANTS AND AGREES THAT IF IT IS PURCHASING THIS NOTE ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR INDIVIDUAL RETIREMENT ACCOUNT IT WILL BE DEEMED TO CERTIFY THAT THE PURCHASE AND SUBSEQUENT HOLDING OF THE NOTE WOULD NOT CAUSE A NONEXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE BLUE SKY OR SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE

A-1-1

EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]¹

¹  Using such legend or a legend the substance of which is not inconsistent with such legend.

A-1-2

REGISTERED	up to $____________*
No. ___	CUSIP NO. ___________

WF CARD ISSUANCE TRUST

[Floating Rate]

WFCardSeries CLASS A NOTE

WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _____________ payable on the ______________ ____ Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the ___________ ____ Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note [from the date of its issuance] at the rate of ___________, as more specifically set forth in the Class ____ Terms Document dated _____ __, 20__ (the “Terms Document”), between the Issuer and the Indenture Trustee, and shall be due and payable on each Interest Payment Date. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed in each interest period]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

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

Unless the certificate of authentication hereon has been executed by the Note Registrar whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

^*  Denominations of $[5,000] and in integral multiples of $1,000 in excess thereof.

A-1-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its authorized representative.

WF CARD ISSUANCE TRUST, as Issuer
By: WF CARD FUNDING LLC, as Beneficiary and not in its individual capacity
By:
	Name:
	Title:
Date: _______________ __, ____

A-1-4

NOTE REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Note Registrar
By:
	Name:
	Title:
Date: ________________ __, ____

A-1-5

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its “WFCardSeries Class A Notes,” all issued under an Indenture dated as of [________ __, ____] (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Paying Agent (the “Paying Agent”) and as Note Registrar (the “Note Registrar”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture), as acknowledged and accepted by Wells Fargo Bank, National Association, as servicer (the “Servicer”) as supplemented by a WFCardSeries Indenture Supplement dated as of [________ __, ____] (the “Indenture Supplement”), among the Issuer, the Paying Agent, the Note Registrar, and the Indenture Trustee, as acknowledged and accepted by the Servicer, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

Although a summary of certain provisions of the Indenture is set forth below, this Note is qualified in its entirety by the terms and provisions of the Indenture and reference is made to that Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee.

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

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of this Note will be payable on the Expected Principal Payment Date in an amount described on the face hereof, subject to the provisions of the Indenture.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than [5]% of its Initial Dollar Principal Amount, the Transferor (if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 12.02 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

A-1-6

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Issuer, may from time to time issue, or direct the Owner Trustee, on behalf of the Issuer, to issue, one or more series, classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of record on the related Record Date (except for the final distribution with respect to this Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer mailed to the Person whose name appears as the Registered Noteholder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment, except that with respect to Notes registered on the Record Date in the name of Cede & Co., the nominee of DTC, payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Note Registrar, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Noteholder hereof as of the Record Date preceding such Payment Date by notice mailed within [five] days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Note Registrar’s principal Corporate Trust Office or at the office of the Note Registrar’s agent appointed for such purposes. On any payment of interest or principal being made, details of such payment shall be entered by the Paying Agent on behalf of the Issuer in Schedule A hereto.

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Issuer or the Note Registrar may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the

A-1-7

designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against WFBNA, WF Card Funding, LLC or the Issuer, or join in any institution against WFBNA, WF Card Funding, LLC, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Note Registrar and any agent of the Issuer or the Note Registrar may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS NOTE, THE INDENTURE, OR THE INDENTURE SUPPLEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any

A-1-8

owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-1-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:

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

A-1-10

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Issuer
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-1-11

PART II

PRINCIPAL PAYMENTS

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by
or on behalf of the Issuer

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by
or on behalf of the Issuer

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-1-12

EXHIBIT A-2

[FORM OF] CLASS B NOTE

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE COVENANTS AND AGREES THAT IF IT IS PURCHASING THIS NOTE ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR INDIVIDUAL RETIREMENT ACCOUNT IT WILL BE DEEMED TO CERTIFY THAT THE PURCHASE AND SUBSEQUENT HOLDING OF THE NOTE WOULD NOT CAUSE A NONEXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE BLUE SKY OR SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS

A-2-1

NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]²

²  Using such legend or a legend the substance of which is not inconsistent with such legend.

A-2-2

REGISTERED	up to $____________*
NO.	CUSIP NO. ___________

WF CARD ISSUANCE TRUST

[FLOATING RATE]

WFCardSeries CLASS B NOTE

WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _____________ payable on the ______________ ____ Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the ___________ ____ Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note [from the date of its issuance] at the rate of ___________, as more specifically set forth in the Class ____ Terms Document dated _____ __, 20__ (the “Terms Document”), between the Issuer and the Indenture Trustee, and shall be due and payable on each Interest Payment Date. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed in each interest period]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

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

Unless the certificate of authentication hereon has been executed by the Note Registrar whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $[5,000] and in integral multiples of $1,000 in excess thereof.

A-2-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its authorized representative.

WF CARD ISSUANCE TRUST, as Issuer
By:	WF CARD FUNDING, LLC, as Beneficiary and not in its individual capacity
By:
	Name:
	Title:
Date:	_______________ __, ____

A-2-4

NOTE REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Note Registrar
By:
	Name:
	Title:
Date:	_______________ __, ____

A-2-5

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its “WFCardSeries Class B Notes,” all issued under an Indenture dated as of [________ __, ____] (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Paying Agent (the “Paying Agent”) and as Note Registrar (the “Note Registrar”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture), as acknowledged and accepted by Wells Fargo Bank, National Association, as servicer (the “Servicer”), as supplemented by a WFCardSeries Indenture Supplement dated as of [________ __, ____] (the “Indenture Supplement”), among the Issuer, the Paying Agent, the Note Registrar, and the Indenture Trustee, as acknowledged and accepted by the Servicer, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

Although a summary of certain provisions of the Indenture is set forth below, this Note is qualified in its entirety by the terms and provisions of the Indenture and reference is made to that Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee.

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

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of this Note will be payable on the Expected Principal Payment Date in an amount described on the face hereof, subject to the provisions of the Indenture.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than [5]% of its Initial Dollar Principal Amount, the Transferor (if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 12.02 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

A-2-6

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Issuer, may from time to time issue, or direct the Owner Trustee, on behalf of the Issuer, to issue, one or more series, classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of record on the related Record Date (except for the final distribution with respect to this Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class B Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer mailed to the Person whose name appears as the Registered Noteholder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment, except that with respect to Notes registered on the Record Date in the name of Cede & Co., the nominee of DTC, payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Note Registrar, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Noteholder hereof as of the Record Date preceding such Payment Date by notice mailed within [five] days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Note Registrar’s principal Corporate Trust Office or at the office of the Note Registrar’s agent appointed for such purposes. On any payment of interest or principal being made, details of such payment shall be entered by the Paying Agent on behalf of the Issuer in Schedule A hereto.

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Issuer or the Note Registrar may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the

A-2-7

designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against WFBNA, WF Card Funding, LLC or the Issuer, or join in any institution against WFBNA, WF Card Funding, LLC or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Note Registrar and any agent of the Issuer or the Note Registrar may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS NOTE, THE INDENTURE, OR THE INDENTURE SUPPLEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any

A-2-8

owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		*
	Signature Guaranteed:

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

A-2-10

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Issuer
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-2-11

PART II

PRINCIPAL PAYMENTS

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Issuer

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Issuer

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-2-12

EXHIBIT A-3

[FORM OF] CLASS C NOTE

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE COVENANTS AND AGREES THAT IF IT IS PURCHASING THIS NOTE ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR INDIVIDUAL RETIREMENT ACCOUNT IT WILL BE DEEMED TO CERTIFY THAT THE PURCHASE AND SUBSEQUENT HOLDING OF THE NOTE WOULD NOT CAUSE A NONEXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE BLUE SKY OR SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS

A-3-1

NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]³

³  Using such legend or a legend the substance of which is not inconsistent with such legend.

A-3-2

REGISTERED	up to $________*
No.	CUSIP NO. __________

WF CARD ISSUANCE TRUST

[FLOATING RATE]

WFCardSeries CLASS C NOTE

WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _____________ payable on the ______________ ____ Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the ___________ ____ Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note [from the date of its issuance] at the rate of ___________, as more specifically set forth in the Class ____ Terms Document dated _____ __, 20__ (the “Terms Document”), between the Issuer and the Indenture Trustee, and shall be due and payable on each Interest Payment Date. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed in each interest period]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

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

Unless the certificate of authentication hereon has been executed by the Note Registrar whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

^*  Denominations of $[5,000] and in integral multiples of $1,000 in excess thereof.

A-3-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its authorized representative.

WF CARD ISSUANCE TRUST, as Issuer
By:	WF CARD FUNDING, LLC, as Beneficiary and not in its individual capacity
By:
	Name:
	Title:
	Date: __________ __, ____

A-3-4

NOTE REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Note Registrar
By:
	Name:
	Title:
	Date: __________ __, ____

A-3-5

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its “WFCardSeries Class C Notes,” all issued under an Indenture dated as of [________ __, ____] (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Paying Agent (the “Paying Agent”) and as Note Registrar (the “Note Registrar”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture), as acknowledged and accepted by Wells Fargo Bank, National Association, as servicer (the “Servicer”), as supplemented by a WFCardSeries Indenture Supplement dated as of [________ __, ____] (the “Indenture Supplement”), among the Issuer, the Paying Agent, the Note Registrar, and the Indenture Trustee, as acknowledged and accepted by the Servicer, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

Although a summary of certain provisions of the Indenture is set forth below, this Note is qualified in its entirety by the terms and provisions of the Indenture and reference is made to that Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee.

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

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of this Note will be payable on the Expected Principal Payment Date in an amount described on the face hereof, subject to the provisions of the Indenture.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than [5]% of its Initial Dollar Principal Amount, the Transferor (if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 12.02 of the Indenture. The redemption price will be an amount equal to the

A-3-6

Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Issuer, may from time to time issue, or direct the Owner Trustee, on behalf of the Issuer, to issue, one or more series, classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of record on the related Record Date (except for the final distribution with respect to this Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class C Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer mailed to the Person whose name appears as the Registered Noteholder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment, except that with respect to Notes registered on the Record Date in the name of Cede & Co., the nominee of DTC, payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Note Registrar, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Noteholder hereof as of the Record Date preceding such Payment Date by notice mailed within [five] days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Note Registrar’s principal Corporate Trust Office or at the office of the Note Registrar’s agent appointed for such purposes. On any payment of interest or principal being made, details of such payment shall be entered by the Paying Agent on behalf of the Issuer in Schedule A hereto.

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust

A-3-7

Office is located, or a member firm of a national securities exchange, and such other documents as the Issuer or the Note Registrar may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against WFBNA, WF Card Funding, LLC or the Issuer, or join in any institution against WFBNA, WF Card Funding or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Note Registrar and any agent of the Issuer or the Note Registrar may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS NOTE, THE INDENTURE, OR THE INDENTURE SUPPLEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

A-3-8

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-3-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		*
	Signature Guaranteed:

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

A-3-10

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Issuer
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-3-11

PART II

PRINCIPAL PAYMENTS

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Issuer

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Issuer

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-3-12

EXHIBIT A-4

[FORM OF] CLASS D NOTE

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE SERVICER, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE COVENANTS AND AGREES THAT IF IT IS PURCHASING THIS NOTE ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR INDIVIDUAL RETIREMENT ACCOUNT IT WILL BE DEEMED TO CERTIFY THAT THE PURCHASE AND SUBSEQUENT HOLDING OF THE NOTE WOULD NOT CAUSE A NONEXEMPT PROHIBITED TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE BLUE SKY OR SECURITIES LAW. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS

A-4-1

NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]⁴

⁴  Using such legend or a legend the substance of which is not inconsistent with such legend.

A-4-2

REGISTERED No. up to $________^* CUSIP NO. __________

WF CARD ISSUANCE TRUST

[FLOATING RATE]

WFCardSeries CLASS D NOTE

WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _____________ payable on the ______________ ____ Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture (as defined on the reverse hereof); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the ___________ ____ Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note [from the date of its issuance] at the rate of ___________, as more specifically set forth in the Class ____ Terms Document dated _____ __, 20__ (the “Terms Document”), between the Issuer and the Indenture Trustee, and shall be due and payable on each Interest Payment Date. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed in each interest period]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

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

Unless the certificate of authentication hereon has been executed by the Note Registrar whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

^*  Denominations of $[5,000] and in integral multiples of $1,000 in excess thereof.

A-4-3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its authorized representative.

WF CARD ISSUANCE TRUST, as Issuer
By:	WF CARD FUNDING, LLC, as Beneficiary and not in its individual capacity
By:
	Name:
	Title:
	Date: __________ __, ____

A-4-4

NOTE REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Note Registrar
By:
	Name:
	Title:
	Date: __________ __, ____

A-4-5

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its “WFCardSeries Class D Notes,” all issued under an Indenture dated as of [________ __, ____] (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as Paying Agent (the “Paying Agent”) and as Note Registrar (the “Note Registrar”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture), as acknowledged and accepted by Wells Fargo Bank, National Association, as servicer (the “Servicer”), as supplemented by a WFCardSeries Indenture Supplement dated as of [________ __, ____] (the “Indenture Supplement”), among the Issuer, the Paying Agent, the Note Registrar, and the Indenture Trustee, as acknowledged and accepted by the Servicer, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

Although a summary of certain provisions of the Indenture is set forth below, this Note is qualified in its entirety by the terms and provisions of the Indenture and reference is made to that Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee.

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

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of this Note will be payable on the Expected Principal Payment Date in an amount described on the face hereof, subject to the provisions of the Indenture.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than [5]% of its Initial Dollar Principal Amount, the Transferor (if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 12.02 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption.

A-4-6

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Issuer, may from time to time issue, or direct the Owner Trustee, on behalf of the Issuer, to issue, one or more series, classes or Tranches of Notes.

On each Payment Date, the Paying Agent shall distribute to each Holder of record on the related Record Date (except for the final distribution with respect to this Note) such Holder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class D Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by wire transfer mailed to the Person whose name appears as the Registered Noteholder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment, except that with respect to Notes registered on the Record Date in the name of Cede & Co., the nominee of DTC, payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Note Registrar, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Noteholder hereof as of the Record Date preceding such Payment Date by notice mailed within [five] days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Note Registrar’s principal Corporate Trust Office or at the office of the Note Registrar’s agent appointed for such purposes. On any payment of interest or principal being made, details of such payment shall be entered by the Paying Agent on behalf of the Issuer in Schedule A hereto.

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Issuer or the Note Registrar may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the

A-4-7

designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against WFBNA, WF Card Funding, LLC or the Issuer, or join in any institution against WFBNA, WF Card Funding or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Note Registrar and any agent of the Issuer or the Note Registrar may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS NOTE, THE INDENTURE, OR THE INDENTURE SUPPLEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any

A-4-8

owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-4-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		*
	Signature Guaranteed:

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

A-4-10

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Issuer
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-4-11

PART II

PRINCIPAL PAYMENTS

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by
or on behalf of the Issuer

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by
or on behalf of the Issuer

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-4-12

EXHIBIT B

[FORM OF] WFCARDSERIES SCHEDULE TO

MONTHLY NOTEHOLDERS’ STATEMENT

WFCARDSERIES

[TO BE UPDATED WITH FORM GENERATED BY WELLS FARGO]

B-1

Application of WFCardSeries Available Funds

B-2

B. Targeted deposits to Interest Funding sub-Accounts:

Class/Tranche	Target Deposit to Interest Funding sub-Account for applicable Monthly Period	Actual Deposit to Interest Funding sub-Account for applicable Monthly Period	Shortfall from earlier Monthly Periods	Interest Funding sub-account Balance prior to Withdrawals	Interest Funding sub-Account Earnings
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Class D Total:]
[Total:]

C. Interest to be paid on the corresponding Interest Payment Date:

Class/Tranche	CUSIP Number	Interest Payment Date	Interest Rate	Amount of interest to be paid on corresponding Interest Payment Date
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Class D Total:]
[Total:]

D. Targeted deposits to Class C Reserve sub-Accounts:

Tranche	Targeted Deposit to Class C Reserve sub-Account for applicable Monthly Period	Actual Deposit to Class C Reserve sub-Account for applicable Monthly Period	Class C Reserve sub-Account Balance on Transfer Date prior to Withdrawals	Class C Reserve sub-Account Earnings	Amount of interest to be paid on corresponding Interest Payment Date
[Total:]

B-3

E. Targeted deposits to Class D Reserve sub-Accounts:

Tranche	Targeted Deposit to Class D Reserve sub-Account for applicable Monthly Period	Actual Deposit to Class D Reserve sub-Account for applicable Monthly Period	Class D Reserve sub-Account Balance on Transfer Date prior to Withdrawals	Class D Reserve sub-Account Earnings	Amount of interest to be paid on corresponding Interest Payment Date
[Total:]

F. Withdrawals to be made from the Class C Reserve sub-Accounts on the corresponding Transfer Date:

Tranche	Targeted Deposit to Withdrawals for Interest	Actual Deposit to Withdrawals for Principal	Class C Reserve sub-Account Balance on Transfer Date after withdrawals
Class C Total:

G. Withdrawals to be made from the Class D Reserve sub-Accounts on the corresponding Transfer Date:

Tranche	Targeted Deposit to Withdrawals for Interest	Actual Deposit to Withdrawals for Principal	Class D Reserve Class C Reserve sub-Account Balance on Transfer Date after withdrawals
Class D Total:

H. Targeted deposits to Principal Funding sub-Accounts:

Class/Tranche	Targeted Deposit to Principal Funding sub-Account for applicable Monthly Period	Actual Deposit to Principal Funding sub-Account for applicable Monthly Period	Shortfall from earlier Monthly Periods	Principal Funding sub-Account Balance on Transfer Date	Principal Funding sub-Account Earnings
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Class D Total:]
[Total:]

B-4

I. Principal to be paid on the corresponding Principal Payment Date:

Class /Tranche	CUSIP Number	Principal Payment Date	Amount of principal to be paid on corresponding Principal Payment Date
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Class D Total:]
[Total:]

J. Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount as of the end of the prior Monthly Period:

Class /Tranche	Initial Dollar Principal Amount	Outstanding Principal Amount	Adjusted Outstanding Principal Amount	Nominal Liquidation Amount
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Class D Total:]
[Total:]

B-5

K. Class A Usage of Class B, Class C and Class D Subordinated Amounts:

Tranche	Class A Usage of Class B Subordinated Amount for this Monthly Period	Class A Usage of Class C Subordinated Amount for this Monthly Period	Class A Usage of Class D Subordinated Amount for this Monthly Period	Cumulative Class A Usage of Class B Subordinated Amount	Cumulative Class A Usage of Class C Subordinated Amount	Cumulative Class A Usage of Class D Subordinated Amount
[Total:]

L. Class B Usage of Class C and Class D Subordinated Amounts:

Tranche	Class B Usage of Class C Subordinated Amount for this Monthly Period	Class B Usage of Class D Subordinated Amount for this Monthly Period	Cumulative Class B Usage of Class C Subordinated Amount	Cumulative Class B Usage of Class D Subordinated Amount
[Total:]

M. Class C Usage of Class D Subordinated Amounts:

Tranche	Class C Usage of Class D Subordinated Amount for this Monthly Period	Cumulative Class C Usage of Class D Subordinated Amount
[Total:]

B-6

N. Nominal Liquidation Amounts for Tranches of Notes Outstanding:

Class/ Tranche	Beginning Nominal Liquidation Amount	Increases from accretions on Principal for Discount     Notes	Increases from amounts withdrawn from the Principal Funding sub-Account in respect of Prefunding Excess     Amount	Reimbursements from WFCardSeries Available Funds	Reductions due to reallocations of WFCardSeries Available Principal     Amounts	Reductions due to Investor Charge-Offs	Reductions due to amounts on deposit in the Principal Funding sub-Account	Ending Nominal Liquidation Amount
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Class D Total:]
[Total:]

O. Excess Available Funds and 3 Month Excess Available Funds:

Excess Available Funds	$_____________
Is 3 Month Excess Available Funds < 0? (Yes/No)

P. Other Performance Triggers:

Has a Class C Reserve sub-Account funding trigger occurred? (Yes/No)

Has a Class D Reserve sub-Account funding trigger occurred? (Yes/No)

B-7

Q. Repurchase Demand Activity (Rule 15Ga-1)

Most Recent Form ABS – 15G

Filed by:	WF Card Funding, LLC
CIK#:	[_]
Filing Date:	[________ __, ____]

B-8

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly Noteholders’ Statement this __th day of ________, ____.

WELLS FARGO BANK, NATIONAL ASSOCIATION,     as Servicer
By:
	Name:
	Title:

B-9

SCHEDULE I

LIST OF TERMS DOCUMENTS

Sch. I-1

EX-4.4

EXHIBIT 4.4

WF CARD ISSUANCE TRUST

as Issuer

WF CARD FUNDING, LLC

as Holder of the Transferor Interest

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Servicer

FORM OF SERVICING AGREEMENT

Dated as of [________ __, ____]

TABLE OF CONTENTS

SECTION	HEADING	PAGE
ARTICLE I	DEFINITIONS		1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions; Rules of Construction		5
ARTICLE II	ADMINISTRATION AND SERVICING OF RECEIVABLES		6
Section 2.01.	Appointment; Acceptance of Appointment and Other Matters Relating to the Servicer		6
Section 2.02.	Servicing Compensation		8
Section 2.03.	Representations and Warranties of the Servicer		9
Section 2.04.	Reports and Records for the Indenture Trustee		10
Section 2.05.	Reports to the Commission		11
Section 2.06.	Collections, Adjustments for Miscellaneous Credits and Fraudulent Charges		11
Section 2.07.	Allocations and Disbursements		11
Section 2.08.	New Issuances		12
Section 2.09.	Compliance with the FDIC Rule		12
Section 2.10.	Defaulted Receivables Assigned for Collection		12
ARTICLE III	COVENANTS OF THE ISSUER		13
Section 3.01.	Notice of Additional Accounts, Removed Accounts and Discount Option Percentage		13
ARTICLE IV	OTHER MATTERS RELATING TO THE SERVICER		14
Section 4.01.	Liability of the Servicer		14
Section 4.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer		14
Section 4.03.	Limitation on Liability of the Servicer and Others		14
Section 4.04.	Servicer Indemnification of the Issuer and the Indenture Trustee		15
Section 4.05.	The Servicer Not to Resign		16
Section 4.06.	Access to Certain Documentation and Information Regarding the Receivables		16
Section 4.07.	Delegation of Duties		16
Section 4.08.	Examination of Records		16
Section 4.09.	Notice of Breach of Lien		16
ARTICLE V	SERVICER DEFAULTS		18
Section 5.01.	Servicer Defaults		18
Section 5.02.	Appointment of Successor		19
Section 5.03.	Notification to Noteholders		20
Section 5.04.	Waiver of Past Defaults		20

-i-

ARTICLE VI	TERMINATION	21
Section 6.01.	Termination of Agreement	21
ARTICLE VII	COMPLIANCE WITH REGULATION AB	22
Section 7.01.	Intent of the Parties; Reasonableness	22
Section 7.02.	Additional Representations and Warranties of the Servicer	22
Section 7.03.	Information to Be Provided by the Servicer	22
Section 7.04.	Report on Assessment of Compliance and Attestation	24
Section 7.05.	Use of Subservicers and Servicing Participants	25
Section 7.06.	Annual Servicer’s Certificate and Assessment of Compliance	26
Section 7.07.	Investor Communication	26
ARTICLE VIII	ASSET REPRESENTATIONS REVIEW	28
Section 8.01.	Delinquency Trigger	28
Section 8.02.	Investor Action to Initiate an Asset Representations Review	28
ARTICLE IX	MISCELLANEOUS PROVISIONS	29
Section 9.01.	Amendment	29
Section 9.02.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	29
Section 9.03.	Notices	30
Section 9.04.	Severability of Provisions	32
Section 9.05.	Binding Effect; Assignability; Pledge	32
Section 9.06.	Further Assurances	32
Section 9.07.	No Waiver; Cumulative Remedies	32
Section 9.08.	Counterparts	32
Section 9.09.	Third-Party Beneficiaries	33
Section 9.10.	Rule 144A Information	33
Section 9.11.	Merger and Integration	33
Section 9.12.	Headings	33
Section 9.13.	Nonpetition Covenant	33

Exhibits and Schedules

EXHIBIT A	—	Form of Annual Servicer’s Certificate
EXHIBIT B	—	Form of Annual Certification
EXHIBIT C	—	Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE 2.04(b)	—	Reporting Requirements
SCHEDULE 2.09	—	Requirements of FDIC Rule

-ii-

THIS SERVICING AGREEMENT (this “Agreement”) by and among WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, WF CARD FUNDING, LLC, a Delaware limited liability company (“Holder of the Transferor Interest”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as servicer (the “Servicer”).

In consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that this Agreement, together with the other Transaction Documents (each capitalized term as hereinafter defined) will define the contractual obligations of the Issuer and the Servicer, and hereby further agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. (a) Initially capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in (or by reference in) the Indenture.

(b) Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Account” has the meaning specified in the Indenture.

“Additional Account” has the meaning specified in the Indenture.

“Adverse Effect” has the meaning specified in the Indenture.

“Affiliate” has the meaning specified in the Indenture.

“Agreement” has the meaning set forth in the first paragraph of this document.

“Asset Representations Review” has the meaning specified in the Indenture.

“Asset Representations Review Agreement” has the meaning specified in the Indenture.

“Asset Representations Reviewer” has the meaning specified in the Indenture.

“Business Day” has the meaning specified in the Indenture.

“Certificate” has the meaning specified in the Trust Agreement.

“Class” has the meaning specified in the Indenture.

“Closing Date” has the meaning specified in the Indenture.

-1-

“Collection Account” has the meaning specified in the Indenture.

“Collections” has the meaning specified in the Indenture.

“Commission” has the meaning specified in the Indenture.

“Credit Card Guidelines” has the meaning specified in the Indenture.

“Debtor Relief Laws” means (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act, and (c) all other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization, or other debtor relief laws affecting the rights of creditors generally, or if applicable, the rights of creditors of banks.

“Defaulted Account” has the meaning specified in the Indenture.

“Delinquency Trigger” has the meaning specified in the Transfer Agreement.

“Eligible Servicer” means the Indenture Trustee, a wholly-owned subsidiary of the Indenture Trustee, or an entity which at the time of its appointment as Servicer (a) is servicing a portfolio of consumer revolving credit card accounts or other consumer revolving credit accounts, (b) is legally qualified and has the capacity to service the Receivables, (c) is qualified (or licensed) to use the software that the Servicer is then currently using to service the Receivables or obtains the right to use, or has its own, software which is adequate to perform its duties under this Agreement, (d) has the ability to professionally and competently service a portfolio of similar accounts in accordance with customary standards of skill and care and (e) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter.

“Exchange Act” has the meaning specified in the Indenture.

“FDIC Rule” has the meaning specified in the Indenture.

“Finance Charge Receivables” has the meaning specified in the Indenture.

“Governmental Authority” has the meaning specified in the Indenture.

“Holder” has the meaning specified in the Indenture.

“Indenture” means the Indenture, dated as of [________ __, ____], among the Issuer, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as the paying agent and the note registrar, and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Indenture Supplement” has the meaning specified in the Indenture.

“Indenture Trustee” has the meaning specified in the Indenture.

-2-

“Ineligible Receivable” has the meaning specified in the Indenture.

“Insolvency Event” has the meaning specified in the Indenture.

“Insurance Proceeds” has the meaning specified in the Indenture.

“Interchange” has the meaning specified in the Indenture.

“Investor Servicing Fee” has the meaning set forth in Section 2.02.

“Issuer” has the meaning specified in the Indenture.

“Lien” has the meaning specified in the Indenture.

“Monthly Period” has the meaning specified in the Indenture.

“New Issuance” has the meaning specified in Section 2.08.

“Note” or “Notes” has the meaning specified in the Indenture.

“Note Owner” has the meaning specified in the Indenture.

“Note Rating Agency” has the meaning specified in the Indenture.

“Noteholders” has the meaning specified in the Indenture.

“Obligor” has the meaning specified in the Indenture.

“Officer’s Certificate” means a certificate signed by any Vice President or more senior officer of the Servicer.

“Opinion of Counsel” has the meaning specified in the Indenture.

“Outstanding Dollar Principal Amount” has the meaning specified in the Indenture.

“Owner Trustee” has the meaning specified in the Trust Agreement.

“Permitted Investments” has the meaning specified in the Indenture.

“Person” has the meaning specified in the Indenture.

“Principal Adjustment” has the meaning specified in subsection 2.06(b).

“Principal Receivables” has the meaning specified in the Indenture.

“Rating Agency Condition” has the meaning specified in the Indenture.

-3-

“Receivable” has the meaning specified in the Indenture.

“Recoveries” has the meaning specified in the Indenture.

“Regulation AB” has the meaning specified in the Indenture.

“Requirements of Law” has the meaning specified in the Indenture.

“Sarbanes Certification” has the meaning specified in the Indenture.

“Securities Act” has the meaning specified in the Indenture.

“Securitization Transaction” has the meaning specified in the Indenture.

“Series” has the meaning specified in the Indenture.

“Servicer” has the meaning set forth in the first paragraph of this document.

“Servicer Default” has the meaning specified in Section 5.01.

“Servicing Fee” has the meaning specified in Section 2.02.

“Servicing Participant” means any Person, other than the Indenture Trustee, that is a “party participating in the servicing function” as defined in Instruction 2 to Item 1122 of Regulation AB.

“Servicing Party” has the meaning specified in subsection 7.03(a).

“Subservicer” means any Person, other than the Servicer or the Indenture Trustee, that is a “servicer” as defined in 1101(j) of Regulation AB.

“Successor Servicer” has the meaning specified in subsection 5.02(a).

“Termination Notice” has the meaning specified in subsection 5.01(d).

“Terms Document” has the meaning specified in the Indenture.

“Tranche” has the meaning specified in the Indenture.

“Transfer Agreement” has the meaning specified in the Indenture.

“Transfer Date” has the meaning specified in the Indenture.

“Transferor” has the meaning specified in the Indenture.

“Transferor Interest” has the meaning specified in the Indenture.

-4-

“Transferor Servicing Fee” has the meaning specified in Section 2.02.

“Transferred Assets” has the meaning specified in the Indenture.

“Trust Accounts” has the meaning specified in the Indenture.

“Trust Agreement” has the meaning specified in the Indenture.

“WFBNA” has the meaning specified in the Indenture.

Section 1.02. Other Definitional Provisions; Rules of Construction (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein, and accounting terms partially defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained herein shall control. The term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(c) The agreements, representations and warranties of WFBNA in this Agreement in its capacity as the Servicer shall be deemed to be the agreements, representations and warranties of WFBNA solely in such capacity for so long as WFBNA acts in such capacity under this Agreement.

(d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified. The term “including” and words of similar import will be deemed to be followed by “without limitation.” The canon of ejusdem generis may be applied only in the context of this Agreement’s purpose and not merely in the context of a particular phrase.

(e) A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns. Wherever from the context it appears appropriate, each term defined in either the singular or the plural form incorporates both the singular and the plural form of such term.

-5-

ARTICLE II

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 2.01. Appointment; Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer hereby appoints WFBNA to act as the Servicer as its agent to service the Transferred Assets and enforce its rights and interests in and under the Transferred Assets and to serve in such capacity until the termination of its responsibilities pursuant to Sections 4.05, 5.01 or 6.01, as applicable. WFBNA agrees to act as the Servicer under this Agreement and to perform the duties and obligations set forth herein.

(b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 5.01, the Servicer is hereby authorized and empowered to take any and all reasonable steps necessary or desirable and consistent with the ownership of the Transferred Assets by the Issuer and the pledge of the Transferred Assets by the Issuer to the Indenture Trustee under the Indenture in the determination of the Servicer, to (i) collect all amounts due under the Transferred Assets, including endorsing its name on checks and other instruments representing Collections on the Transferred Assets, and executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Transferred Assets and (ii) after the Transferred Assets (or any part thereof) become delinquent and to the extent permitted under and in compliance with applicable law and regulations, (A) commence proceedings with respect to the enforcement of payment of the Transferred Assets, (B) adjust, settle or compromise any payments due thereunder, and (C) initiate proceedings against any collateral securing the obligations due under the Transferred Assets, in each case, consistent with the Credit Card Guidelines, (iii) make deposits to and withdrawals from the Collection Account and any other Trust Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iv) take any action required or permitted under any enhancement for any Series, Class or Tranche of Notes, as set forth in this Agreement, the Indenture or any Indenture Supplement, (v) subject to Section 2.05, make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from the Commission or any state securities authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting obligations and (vi) to take, on behalf of the Issuer, such actions as are necessary to obtain and maintain a perfected lien on and security interest in the Collateral in favor of the Indenture Trustee, including preparing and causing the Issuer to file UCC financing statements, amendments to such financing statements and continuation statements and obtaining legal opinions with respect to the security interest in the Collateral. The Issuer shall furnish (or cause to be furnished) to the Servicer any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and Issuer shall assist the Servicer to the fullest extent to enable the Servicer to collect the Transferred Assets and otherwise discharge its duties hereunder, including under subsection 2.01(i).

-6-

(c) In the event that the Transferor is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of the Transfer Agreement (including, without limitation, by reason of the application of the provisions of Section 4.01 thereof or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Issuer) then, in any such event, (A) the Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor’s inability to transfer such Receivables (up to an amount equal to the aggregate amount of Principal Receivables held by the Issuer on such date of inability) in accordance with subsection 2.05(d) of the Transfer Agreement; (B) the Servicer agrees to apply such amounts as Collections on Transferred Assets in accordance with the Indenture; and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Issuer) that are written off as uncollectible shall continue to be allocated in accordance with the Indenture, and all amounts that would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Issuer shall be deemed to be Principal Receivables for the purpose of all calculations under the Transaction Documents. If the Servicer is unable, pursuant to any Requirements of Law, to allocate payments on the Accounts as described in subsection 2.05(d) of the Transfer Agreement and above, the Servicer agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account proportionately based on the total amount of Principal Receivables of such Obligor retained by the Issuer and the total amount owing by such Obligor on such Account after such event, and the portion allocable to any Principal Receivables retained by the Issuer shall be applied and paid in accordance with the Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the Issuer, shall continue to be owned by the Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with the Indenture.

(d) In the event that pursuant to subsection 2.04(d) of the Transfer Agreement, the Transferor accepts reassignment of an Ineligible Receivable as provided in subsection 2.04(d) of the Transfer Agreement, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables held by the Issuer. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor held by the Issuer, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor held by the Issuer and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables held by the Issuer shall be treated as Collections in accordance with the Indenture.

(e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables.

-7-

(f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

(g) Following receipt of notice of any designation of Additional Accounts or Removed Accounts, or any discounting of any or all Principal Receivables pursuant to Section 3.01, the Servicer shall take actions consistent with such notice and the related provisions of the Transaction Documents and assist the Issuer in producing any information required by the Issuer in connection with such designation.

(h) The Servicer shall post payments on the Receivables made in accordance with the terms of the related Credit Card Agreement to its Obligor records no more than two (2) Business Days after receipt, or such other number of days specified in the related Credit Card Agreement. Such payments shall be allocated to principal, interest or other items in accordance with the terms of the Credit Card Agreement, the Credit Card Guidelines and the Transaction Documents.

(i) The Servicer shall maintain and implement administrative and operating procedures (including the ability to recreate records evidencing the Receivables that are included in the Transferred Assets in the event of the destruction of the originals thereof), and keep and maintain all documents, books, computer records and other information, reasonably necessary or advisable for the collection of all the Receivables included in the Transferred Assets. Such documents, books and computer records shall reflect all facts giving rise to the Receivables included in the Transferred Assets, all payments and credits with respect thereto, and such documents, books and computer records shall indicate the interests of Issuer and the Indenture Trustee in the Transferred Assets.

(j) Subject to the terms of the Indenture, the Servicer shall deliver entitlement orders, as that term is defined in the New York UCC, instructions within the meaning of 9-104(b) of the New York UCC (if applicable) and other directions as to the investment or disposition of funds credited to the Trust Accounts, and shall direct the Paying Agent, on behalf of the Issuer, as to the investment or other disposition of funds credited to the Trust Accounts; provided that Servicer, on behalf of the Issuer, will direct the Paying Agent to invest only in Permitted Investments maturing no later than the day prior to the required distribution date for such funds or, if earlier, the date specified in the Transaction Documents.

Section 2.02. Servicing Compensation. (a) As full compensation for its servicing activities hereunder, acting in its capacity as calculation agent pursuant to any Terms Document, and as reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) with respect to each Monthly Period prior to the termination of the Servicer’s obligations under this Agreement, payable monthly on the related Transfer Date, in an amount equal to one-twelfth of the product of (a) 2.00% and (b) the Average Principal Receivables during the prior Monthly Period. The share of the Servicing Fee allocable to Notes (the “Investor Servicing Fee”) of a particular Series with respect to any Monthly Period will each be determined in accordance with the terms of the relevant

-8-

Indenture Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Notes of any Series shall be paid by the Holder of the Transferor Interest directly to the Servicer on or before the related Transfer Date, and in no event shall the Issuer, the Indenture Trustee or the Noteholders of any Series, Class or Tranche of Notes be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holder of the Transferor Interest (the “Transferor Servicing Fee”).

(b) The Servicer’s expenses include the reasonable fees of and reimbursement of reasonable disbursements by each of the Indenture Trustee, the Paying Agent, the Note Registrar and the Servicer’s independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder and its activities acting in its capacity as calculation agent pursuant to any Terms Document; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Issuer or the Noteholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the Servicing Fee.

Section 2.03. Representations and Warranties of the Servicer. The Servicer hereby makes as of the date hereof, and any Successor Servicer by its appointment hereunder shall make (with appropriate modifications to subsection 2.03(a) to reflect the Successor Servicer’s organization) the following representations and warranties, on which the Issuer has relied in engaging the Servicer:

(a) Organization and Good Standing. The Servicer is a duly organized national banking association validly existing, and in good standing under the law of the United States of America and has, in all material respects, full power and authority to own its assets and operate its credit card business as presently owned or operated, and to execute, deliver, and perform its obligation under this Agreement.

(b) Due Qualification. The Servicer is not required to qualify nor register as a foreign corporation in any state in order to service the Receivables as required by this Agreement and has obtained all licenses and approvals necessary in order to so service the Receivables as required under federal and Delaware law. If the Servicer shall be required by any Requirements of Law to so qualify or register or obtain such license or approval, then it shall do so.

(c) Due Authorization. The Servicer has duly authorized, by all necessary action, its execution and delivery of this Agreement and its consummation of the transactions contemplated by this Agreement and this Agreement will remain, from the time of its execution, an official record of the Servicer.

(d) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

-9-

(e) No Violation. The Servicer’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not (i) conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Servicer is a party or by which the Servicer is bound or (ii) conflict with or violate any Requirement of Law applicable to the Servicer, which conflict, breach, default or violation, in the Servicer’s reasonable judgment, is likely to materially and adversely affect the Servicer’s ability to perform its obligations under this Agreement.

(f) No Proceedings. No proceeding or investigation against the Servicer is pending or, to the best of the Servicer’s knowledge, threatened before any Governmental Authority that (A) seeks any determination or ruling that, in the Servicer’s reasonable judgment, would materially and adversely affect the Servicer’s performance under this Agreement, or (B) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement.

(g) Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with each Receivable and the related Account, will maintain in effect all qualifications required under Requirements of Law in order to service properly each Receivable and will comply in all material respects with all other Requirements of Law in connection with servicing each Receivable the failure to comply with which would have a material adverse effect on the Noteholders.

(h) All Consents. The Servicer has obtained all approvals, authorizations, licenses, consents, and orders required of any Governmental Authority in connection with the Servicer’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of the Agreement.

(i) Rescission or Cancellation. The Servicer shall not cause or authorize any rescission or cancellation of any Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority or in accordance with the normal operating procedures of the Servicer.

(j) Receivables Not to Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, the Servicer will take no action to cause any Receivable to be evidenced by an instrument or chattel paper (as defined in the New York UCC).

Section 2.04. Reports and Records for the Issuer and the Indenture Trustee.

(a) Daily Reports. On each Business Day, the Servicer, with prior notice, shall prepare and make available at the office of the Servicer for inspection by the Issuer, the Indenture Trustee or the Paying Agent a record setting forth (i) the aggregate amount of Collections processed by the Servicer on the preceding Business Day and (ii) the aggregate amount of Receivables as of the close of business on the preceding Business Day.

-10-

(b) Other Reporting Requirements. The Servicer hereby agrees that, from and after the Closing Date and until the date on which the outstanding balances of all Receivables have been reduced to zero, it shall deliver or cause to be delivered financial statements, notices, and other information at the times, to the Persons, and in a manner set forth in Schedule 2.04(b).

Section 2.05. Reports to the Commission The Servicer shall, on behalf of the Issuer, cause to be filed with the Commission any periodic or current reports required to be filed pursuant to the provisions of Section 13(a) or 15(d) of the Exchange Act and the rules and regulations of the Commission thereunder; provided, however, that the Issuer may, at any time and from time to time, with reasonable prior notice to the Servicer, designate that the Transferor shall instead cause to be filed with the Commission any such report or reports, as determined by the Issuer in its sole discretion.

Section 2.06. Collections; Adjustments for Miscellaneous Credits and Fraudulent Charges.

(a) The Servicer shall, on behalf of the Issuer, apply all Collections with respect to the Transferred Assets for each Monthly Period as described in the Indenture, each Indenture Supplement and each Terms Document, as applicable.

(b) (i) The Servicer shall be obligated to reduce on a net basis each Monthly Period the aggregate amount of Principal Receivables used to calculate the Transferor Interest as provided in this subsection 2.06(b) (a “Principal Adjustment”) with respect to any Principal Receivable (A) which is reduced by the Servicer by any rebate, refund, charge back, unauthorized charge, billing error to the related obligor, or other adjustment (other than by reason of any Servicer error) or (B) which was created as a result of a fraudulent or counterfeit charge. A Principal Adjustment must not be made for any Principal Receivable reduction caused by the Servicer’s breach of its obligations under this Agreement.

(ii) If (A) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (B) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. Notwithstanding the first two sentences of this paragraph, adjustments made pursuant to this subsection 2.06(b) shall not require any change in any report previously delivered.

Section 2.07. Calculations, Allocations and Disbursements. With respect to each Series, Class and Tranche, the Servicer shall make or cause to be made the allocations and shall cause to be made the disbursements, and the calculations and determinations required therefor, for such Series, Class or Tranche, as applicable, on behalf of the Issuer as is required to be made by the Issuer under the terms of the Indenture, the Indenture Supplement or Terms Document, as applicable, for such Series, Class or Tranche. Pursuant to the terms of the Indenture, the Servicer shall provide written instructions to the Paying Agent with respect to allocations and disbursements to be made to or from the Trust Accounts.

-11-

Section 2.08. New Issuances. Pursuant to one or more Indenture Supplements or Terms Documents, as applicable, Issuer may issue one or more new Series, Classes or Tranches of Notes (each, a “New Issuance”), as more fully described in the Indenture. To enable the Servicer to perform its obligations pursuant to this Agreement, the Issuer shall give reasonable prior notice to the Servicer of each New Issuance and shall provide the Servicer an opportunity to review and comment upon the form of each monthly report required to be delivered by Servicer pursuant to Schedule 2.04(b), the related Indenture Supplement and the related Terms Document, as applicable.

Section 2.09. Compliance with the FDIC Rule. Servicer agrees to perform and satisfy all covenants and other agreements applicable to it set forth in Schedule 2.09 and to take such other action (or refrain from taking action) to give full effect to the requirements set forth on Schedule 2.09.

Section 2.10. Receivables in Defaulted Accounts Assigned for Collection.

(a) On the date any Account becomes a Defaulted Account, the Issuer shall automatically and without further action or consideration be deemed to transfer, set over, and otherwise convey to the Servicer for collection, without recourse, representation or warranty, all the right, title and interest of the Issuer in, to and under (i) all Receivables in such Defaulted Account, (ii) all monies due or to become due with respect to such Receivables (including Finance Charge Receivables), (iii) all Interchange and Insurance Proceeds allocable to such Receivables and (iv) all proceeds of the foregoing property; provided, however, that the Issuer will retain, and not be deemed to have conveyed to the Servicer, all right, title, and interest in, to and under all Recoveries allocable to those Receivables.

(b) The Servicer agrees to take appropriate actions to collect all amounts due with respect to the such Receivables in Defaulted Accounts assigned to it under this provision (including any related Finance Charge Receivables), in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to such Receivables, the Credit Card Guidelines, and the terms of this Agreement.

(c) Upon collection of any Recoveries and any other amounts by the Servicer, with respect to any such Receivables in Defaulted Accounts assigned to it for collection, the Servicer shall transfer such amounts of Recoveries to the Issuer by depositing such Recoveries into the Collection Account within two (2) Business Days of determining that such Recoveries belong to the Issuer.

(d) Notwithstanding the foregoing, any Receivables or related rights conveyed to the Servicer for collection pursuant to this Section 2.10 shall remain subject to the provisions of subsection 2.04(d) of the Transfer Agreement and if reassignment of such Receivables is required pursuant to such section, then such reassignment will be made by the Servicer to the Transferor automatically and without further action or consideration on the part of the Transferor, Servicer, or Issuer other than those actions and considerations required pursuant to subsection 2.04(d) of the Transfer Agreement.

-12-

ARTICLE III

COVENANTS OF THE ISSUER

Section 3.01. Notice of Additional Accounts, Removed Accounts and Discount Option Percentage. The Issuer shall promptly notify Servicer of (i) any designation of Additional Accounts or Removed Accounts and (ii) any designation of a discount percentage to be applied to any or all of the Principal Receivables; provided, that if the Servicer is not WFBNA or an Affiliate thereof, the Issuer shall provide notification of any such designation no later than five (5) days prior to the effectiveness of such designation. Any such designation or removal shall be effective for purposes of this Agreement on the date the designation or removal is given effect under the Transfer Agreement, as specified by the Issuer to the Servicer.

-13-

ARTICLE IV

OTHER MATTERS RELATING TO THE SERVICER

Section 4.01. Liability of the Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer in such capacity herein.

Section 4.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Issuer in form satisfactory to the Issuer, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);

(ii) the Servicer shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 4.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer;

(iii) the Servicer shall have delivered notice to each Note Rating Agency of such consolidation, merger, conveyance or transfer; and

(iv) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer.

Section 4.03. Limitation on Liability of the Servicer and Others. To the fullest extent permitted by applicable law, the directors, officers, employees or agents of the Servicer shall not be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor, the Noteholders or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement; provided, however, that this

-14-

provision shall not protect the directors, officers, employees and agents of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. To the fullest extent permitted by applicable law, except as provided in Section 4.04 with respect to the Issuer and its officers, directors, employees and agents, the Servicer shall not be under any liability to the Issuer, its officers, directors, employees and agents or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Receivables in accordance with this Agreement which in its reasonable opinion may involve it in any expense or liability.

Section 4.04. Servicer Indemnification of the Issuer, the Indenture Trustee, the Owner Trustee, the Paying Agent and the Note Registrar. (a) To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent and the Note Registrar (including each of the Indenture Trustee, the Owner Trustee, the Paying Agent and the Note Registrar in its individual capacity) and each of their officers, directors, members, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to its duties pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, and in the case of the Indenture Trustee, including any reasonable expenses incurred in connection its appointment as Successor Servicer in accordance with subsection 11.13(b) of the Indenture; provided, however, that the Servicer shall not indemnify any Person who would otherwise be entitled to indemnity under the terms of this Section 4.04, with respect to (i) acts, omissions or alleged acts or omissions that are done or made in compliance or consistent with this Agreement or that constitute or are caused by fraud, negligence, or willful misconduct by such Person, (ii) any liabilities, costs or expenses of such Person with respect to any action taken by such Person, (iii) any losses, claims or damages incurred by such Person in its capacity as investor, including, without limitation, losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible, or (iv) any liabilities, costs or expenses of such Person arising under any tax law, including without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Person in connection herewith to any taxing authority. Any such indemnification shall not be payable from Transferred Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

(b) As contemplated by subsection 8.03(e) of the Indenture, in the event that Noteholders submit a written petition to the Issuer and the Indenture Trustee directing that a vote be taken on whether to initiate an Asset Representations Review in accordance with Section 14.06

-15-

of the Indenture, the Servicer shall offer to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in complying with such petition.

Section 4.05. The Servicer Not To Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel and as to clause (ii) by an Officer’s Certificate of the Servicer, each to such effect delivered to the Transferor, the Issuer, the Paying Agent, the Note Registrar and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 5.02 hereof.

Section 4.06. Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall provide to the Issuer and its designees access to the documentation regarding the Accounts and the Receivables in such cases where the Indenture Trustee is required in connection with the enforcement of the rights of the Noteholders, or by applicable statutes or regulations to review such documentation, such access being afforded without charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to the Servicer’s normal security and confidentiality procedures and (iv) at offices designated by the Servicer. Nothing in this Section 4.06 shall derogate from the obligation of the Issuer and its designees to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section 4.06 as a result of such obligations shall not constitute a breach of this Section 4.06.

Section 4.07. Delegation of Duties. In the ordinary course of business, the Servicer may at any time delegate any duties hereunder to any Person who agrees to conduct such duties in accordance with the terms of this Agreement and the Credit Card Guidelines. Any such delegations shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 4.05 hereof. Notice of any such delegation shall be given to each Note Rating Agency and the Issuer.

Section 4.08. Examination of Records. The Servicer shall clearly and unambiguously identify each Account (including any Additional Account designated pursuant to Section 2.05 of the Transfer Agreement) in its computer or other records to reflect that the Receivables arising in such Account have been conveyed to the Issuer pursuant to the Transfer Agreement and pledged by the Issuer to the Indenture Trustee under the Indenture. The Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such receivable is not a Receivable (other than a Receivable in a Defaulted Account).

Section 4.09. Notice of Lien. The Servicer shall advise the Issuer, the Paying Agent, the Note Registrar and the Indenture Trustee promptly, in reasonable detail, (i) of any Lien known to it made or asserted against any Transferred Assets (other than the Liens created under any

-16-

Transaction Document), and (ii) of the occurrence of any event known to it which would have a material adverse effect on the aggregate value of the Transferred Assets.

-17-

ARTICLE V

SERVICER DEFAULTS

Section 5.01. Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(a) any failure by the Servicer to make any payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given by the Servicer, as the case may be;

(b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement, which has a material adverse effect on the Noteholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer (or the Indenture Trustee on behalf of the Issuer);

(c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Issuer or Noteholders and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer; or

(d) an Insolvency Event with respect to the Servicer shall have occurred:

then, so long as such Servicer Default shall not have been remedied, the Issuer may, if directed by the Indenture Trustee (acting at the direction of Noteholders of not less than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes for all Series), by delivery of a written notice of termination to the Issuer (a “Termination Notice”), terminate all of the rights and obligations of the Servicer as Servicer under this Agreement. After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Issuer pursuant to Section 5.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Issuer is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. The Servicer agrees to cooperate with the Issuer and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections

-18-

which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds, Recoveries and Interchange (if any) applicable to the Issuer. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 5.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 5.01(a) for a period of 10 additional Business Days or under subsection 5.01(b) or (c) for a period of 60 additional Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Issuer with an Officer’s Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations.

For the avoidance of doubt, the determination of a Servicer Default shall be based solely on the provisions in this Section 5.01 and the occurrence of a material instance of noncompliance with the applicable servicing criteria specified in Item 1122(d) of Regulations AB shall not be determinative that a Servicer Default has occurred.

Section 5.02. Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 5.01 or the resignation by the Servicer as permitted by Section 4.05, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Issuer in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Issuer, until a date mutually agreed upon by the Servicer and the Issuer. The Issuer shall notify each Note Rating Agency of such removal of the Servicer. The Issuer shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer that is an Eligible Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Issuer.

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall assume all rights

-19-

and be subject to all the responsibilities, duties and liabilities relating thereto afforded to and placed on the Servicer by the terms and provisions hereof, and all references to the Servicer shall be deemed to refer to the Successor Servicer; provided, that such Successor Servicer shall have no responsibility for any actions of the predecessor Servicer prior to the date of its appointment as Successor Servicer.

(c) The Servicer agrees that it shall terminate its activities as Servicer hereunder in a manner acceptable to the Issuer so as to facilitate the transfer of servicing to the Successor Servicer, including timely delivery (i) to the Issuer of any funds that were required to be deposited in the Collection Account, and (ii) to the Successor Servicer, at a place selected by the Successor Servicer, of all servicing records and other information with respect to the Transferred Assets, along with payment of all costs associated with the transfer of servicing. The Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest and confirm in the Successor Servicer all rights, powers, duties, responsibilities, obligations and liabilities of Servicer.

(d) Any termination or resignation of the Servicer under this Agreement shall not affect any claims that the Issuer may have against the Servicer for events or actions taken or not taken by the Servicer arising prior to any such termination or resignation.

Section 5.03. Notification to Noteholders. Within two (2) Business Days after the Servicer becomes aware of any Servicer Default, the Servicer shall give prompt written notice thereof to the Issuer, the Indenture Trustee, the Paying Agent, the Note Registrar and the Note Rating Agencies. The Issuer will, pursuant to subsection 11.08(c) of the Indenture, direct the Indenture Trustee to give a copy of such notice to the Noteholders pursuant to the Indenture.

Section 5.04. Waiver of Past Defaults. The Issuer may, if directed by the Indenture Trustee (acting at the direction of Noteholders of not less than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes of all Series adversely affected by any default by the Servicer), and with prior notice to each Note Rating Agency, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in the failure to make any required deposits or payments of interest or principal relating to such Series pursuant to this Agreement and the related Indenture Supplement, which default does not result from the failure of the Indenture Trustee to perform its obligations to make any required deposit or payments of interest and principal in accordance with the related Indenture Supplement. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

-20-

ARTICLE VI

TERMINATION

Section 6.01. Termination of Agreement. This Agreement and the respective obligations and responsibilities of the Issuer and the Servicer under this Agreement shall terminate, on the date on which the Issuer is terminated in accordance with Section 7.01 of the Trust Agreement.

-21-

ARTICLE VII

COMPLIANCE WITH REGULATION AB

Section 7.01. Intent of the Parties; Reasonableness. The Servicer and the Issuer acknowledge and agree that the purpose of this Article VII is to facilitate compliance with the provisions of Regulation AB and related rules and regulations of the Commission. The Issuer shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the delivery in connection with a private offering of information or other performance comparable to that required thereunder). The Servicer shall cooperate fully with the Issuer to deliver to the Issuer and the Transferor (including any of their respective assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer to permit compliance with the provisions of Regulation AB, together with such disclosures relating to the Servicer and the Accounts, or the servicing of the Receivables, reasonably believed by the Issuer to be necessary in order to effect such compliance.

Section 7.02. Additional Representations and Warranties of the Servicer. The Servicer shall be deemed to represent to the Issuer and the Transferor, as of the date on which information is provided to the Issuer and the Transferor under Section 7.03 that, except as disclosed in writing to the Issuer and the Transferor prior to such date to the best of its knowledge: (i) the Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Servicer; (ii) the Servicer has not been terminated as servicer in a securitization involving credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under the Agreement; and (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicer, any Subservicer or any unaffiliated third-party originator of Receivables.

Section 7.03. Information to Be Provided by the Servicer. (a) In connection with any Securitization Transaction, the Servicer shall (i) within five (5) Business Days following request by the Issuer, provide to the Issuer and the Transferor, in writing, the information specified in this subsection, and (ii) as promptly as practicable following notice to or discovery by the Servicer of any changes to such information, provide to the Issuer and the Transferor, in writing, such updated information. If so requested by the Issuer, the Servicer shall provide to the Issuer and the Transferor such information regarding the Servicer and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Servicing Party”), as is requested for the purpose of compliance with Item 1108 of Regulation AB. Such information shall include, at a minimum:

-22-

(i) the Servicing Party’s name and form of organization;

(ii) a description of how long the Servicing Party has been servicing credit card receivables; a general discussion of the Servicing Party’s experience in servicing assets of any type as well as a more detailed discussion of the Servicing Party’s experience in, and procedures for, the servicing function it will perform under this Agreement; information regarding the size, composition and growth of the Servicing Party’s portfolio of credit card accounts of a type similar to the Accounts and information on factors related to the Servicing Party that may be material, in the good faith judgment of the Issuer, to any analysis of the servicing of the Receivables or the related asset-backed securities, as applicable, including, without limitation:

(A) whether any prior securitizations of credit card receivables involving the Servicing Party defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction;

(B) the extent of outsourcing the Servicing Party utilizes;

(C) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicing Party as a servicer during the three-year period immediately preceding the related Securitization Transaction;

(D) whether the Servicing Party has been terminated as servicer in a securitization of credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; and

(E) such other information as the Issuer may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;

(iii) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Servicing Party’s policies or procedures with respect to the servicing function it will perform under this Agreement;

(iv) information regarding the Servicing Party’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicing Party could have a material adverse effect on the performance by the Servicing Party of its servicing obligations under this Agreement;

(v) a description of the Servicing Party’s processes and procedures designed to address any special or unique factors involved in servicing;

-23-

(vi) a description of the Servicing Party’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as sale of the Receivables in Defaulted Accounts;

(vii) information as to how the Servicing Party defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience.

(b) In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer, the Servicer shall provide to the Issuer and the Transferor such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the distribution reports otherwise required to be delivered monthly by the Servicer under this Agreement, commencing with the first such report due not less than ten (10) Business Days following such request.

(c) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or such Subservicer, the Servicer shall provide to the Issuer and the Transferor at least fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Issuer and the Transferor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer, all information reasonably requested by the Issuer in order to comply with Item 6.02 of Form 8-K with respect to any Series, Class or Tranche, of any Notes issued by the Issuer.

Section 7.04. Report on Assessment of Compliance and Attestation. (a) On or before the 90th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal [____], the Servicer shall:

(i) deliver to the Issuer, the Transferor, the Indenture Trustee and each Note Rating Agency a report regarding the Servicer’s assessment of compliance with the servicing criteria during the immediately preceding fiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Transferor and signed by an authorized officer of the Servicer, and shall address each of the servicing criteria specified in Exhibit C or such criteria as mutually agreed upon by the Issuer and the Servicer;

(ii) deliver to the Issuer, the Transferor, the Indenture Trustee and each Note Rating Agency a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that the assessment of compliance required by paragraph (i) of this Section 7.04 and the attestation report required by this paragraph may

-24-

be replaced, with the consent of the Issuer, by any similar assessment of compliance or attestation report using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission;

(iii) cause each other Servicing Participant to deliver to the Issuer, the Transferor, and the Servicer an assessment of compliance that addresses each of the applicable servicing criteria specified in a document substantially in the form of Exhibit C hereto and a related accountants’ attestation as and when provided in paragraphs (i) and (ii) of this subsection; provided, however, that if such other Servicing Participant is not an Affiliate of the Servicer, such assessment of compliance and accountants’ attestation shall be delivered on or before the 60th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal year [____]; and

(iv) deliver, and cause each other Servicing Participant to deliver, to the Issuer, the Transferor, and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Issuer or the Transferor with respect to a Securitization Transaction a certification, signed by any Vice President or more senior officer of the Servicer or other Servicing Participant, as applicable, substantially in the form attached hereto as Exhibit B or such form as mutually agreed upon by the Issuer and the Servicer; provided, however, that if any such other Servicing Participant is not an Affiliate of the Servicer, such certification shall be delivered on or before the 60th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal year [____].

(b) The Servicer acknowledges that the parties identified in subsection 7.04(a)(iv) may rely on the certifications provided by the Servicer and each other Servicing Participant pursuant to such subsection in signing a Sarbanes Certification and filing such with the Commission.

Section 7.05. Use of Subservicers and Servicing Participants . (a) The Servicer shall use its best efforts to hire or otherwise utilize only the services of Subservicers that agree to comply with the provisions of paragraph (b) of this Section. The Servicer shall use its best efforts to hire or otherwise utilize only the services of Servicing Participants, and shall use its best efforts to ensure that Subservicers hire or otherwise utilize only the services of Servicing Participants, to fulfill any of the obligations of the Servicer as servicer under this Agreement, if those Servicing Participants agree to comply with the provisions of paragraph (c) of this Section.

(b) Except as may otherwise be required pursuant to Section 4.07, it shall not be necessary for the Servicer to seek the consent of the Issuer to the utilization of any Subservicer. The Servicer shall use its best efforts to cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Transferor to comply with the provisions of this Section 7.05 and with Sections 7.02, 7.03, 7.04, and 7.06 of this Agreement to the same extent as if such Subservicer were the Servicer; provided, however, that this sentence shall not apply to Section 7.06 for Subservicers that meet only the criteria in Section 1108(a)(2)(iv) of Regulation AB and do not meet the criteria in Section 1108(a)(2)(i) through (iii) of Regulation AB. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Transferor any servicer compliance statement required to be delivered by such Subservicer

-25-

under Section 7.06, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 7.04 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 7.04, in each case, as and when required to be delivered as determined by the Issuer.

(c) Except as may otherwise be required pursuant to Section 4.07, it shall not be necessary for the Servicer to seek the consent of the Issuer to the utilization of any Servicing Participant. The Servicer shall promptly upon request provide to the Issuer and the Transferor a written description (in form and substance satisfactory to each of the Issuer and the Transferor) of the role and function of each Servicing Participant utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Servicing Participant and (ii) which elements of the servicing criteria will be addressed in assessments of compliance provided by each Servicing Participant. As a condition to the utilization of any Servicing Participant, the Servicer shall use its best efforts to cause any such Servicing Participant used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Transferor to comply with the provisions of Section 7.04 of this Agreement to the same extent as if such Servicing Participant were the Servicer. The Servicer shall be responsible for obtaining from each Servicing Participant and delivering to the Issuer and the Transferor any assessment of compliance and attestation required to be delivered by such Servicing Participant under Section 7.04, in each case as and when required to be delivered.

Section 7.06. Annual Servicer’s Certificate . The Servicer shall deliver to the Issuer, the Transferor, the Indenture Trustee, and each Note Rating Agency, on or before the ninetieth (90th) day following the end of each fiscal year of the Issuer (beginning with the end of fiscal year [____]), the statement of compliance required under Item 1123 of Regulation AB with respect to such fiscal year, which statement will be in the form of an Officer’s Certificate of the Servicer, substantially in the form of Exhibit A.

Section 7.07. Investor Communication. (a) In the event the Servicer receives a request from any Person to communicate with a Note Owner, for so long as the Transferor files distribution reports on Form 10-D in respect of the Issuer with the Commission pursuant to Section 3.04 of the Transfer Agreement, the Servicer shall promptly report such request to the Transferor and shall provide: the name of the Person making such request; the date the Servicer received such request; to the extent known, a description of the method Note Owners may use to contact the Person making such request; and copies of any documentation the Servicer receives in connection with such request that serves to verify the identity of the Person making such request as a Note Owner.

(b) For so long as the Servicer, on behalf of the Issuer, files distribution reports on Form 10-D with the Commission pursuant to Section 2.05 of this Agreement, with respect to any Monthly Period in which the Servicer receives a request from any Note Owner to communicate with another Note Owner with regard to the possible exercise of rights under the Indenture or any other Transaction Document, the Servicer shall include the following information in the related distribution report on Form 10-D:

(i) the name of the Note Owner making such request;

26

(ii) the date the Servicer received such request;

(iii) a statement to the effect that the Servicer has received a request from such Note Owner stating that it is interested in communicating with other Note Owners with regard to the possible exercise of rights under the Indenture or other Transaction Document; and

(iv) a description of the method other Note Owners may use to contact the requesting Note Owner;

provided, however, that prior to disclosing the information listed above on Form 10-D, the Servicer shall be entitled to verify the identity of such requesting Note Owner by requiring it to provide written certification that it is such a Note Owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from such Note Owner’s broker or dealer, or another similar document.

-27-

ARTICLE VIII

ASSET REPRESENTATIONS REVIEW

Section 8.01. Delinquency Trigger. (a) The Servicer shall provide prompt written notice to the Issuer, the Transferor, and the Indenture Trustee of the occurrence of any Delinquency Trigger and, on a monthly basis thereafter, whether any such Delinquency Trigger is or is no longer continuing and, for so long as the Servicer, on behalf of the Issuer, files distribution reports on Form 10-D with the Commission pursuant to Section 2.05, shall disclose the occurrence of any such Delinquency Trigger and its continuing status, in each case in the distribution report on Form 10-D for the distribution period in which such Delinquency Trigger occurs and is or is no longer continuing, as applicable.

(b) In the event the Delinquency Trigger is adjusted by the Transferor pursuant to subsections 6.01(b) and (c) of the Transfer Agreement, for so long as the Servicer, on behalf of the Issuer, files distribution reports on Form 10-D with the Commission pursuant to Section 2.05, the Servicer shall disclose, to the extent it has notice thereof, the adjusted Delinquency Trigger and how it was determined to be appropriate, in the distribution report on Form 10-D for the distribution period in which the adjustment occurs.

Section 8.02. Investor Action to Initiate an Asset Representations Review. Upon the Servicer’s receipt of written notice from the Indenture Trustee pursuant to subsection 14.06(b) of the Indenture that Noteholders have directed that an Asset Representations Review be undertaken, the Servicer shall promptly provide a written instruction to the Asset Representations Reviewer to commence an Asset Representations Review in accordance with the terms set forth in the Asset Representations Review Agreement.

-28-

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment. The Issuer and the Servicer may modify, alter or amend this Agreement at any time and from time to time, provided that prior notice is given to each Note Rating Agency, and provided further that, prior to such modification, alteration or amendment, at least one of the following conditions is satisfied with respect to all Series, Classes and Tranches of Notes Outstanding:

(a) the Issuer (i) receives an Officer’s Certificate of the Servicer to the effect that the Servicer reasonably believes that such modification, alteration or amendment will not have an Adverse Effect and (ii) satisfies the Rating Agency Condition with respect to such action; or

(b) the Issuer receives consent of Noteholders evidencing more than 66 2/3% of the Outstanding Dollar Principal Amount of all affected Series, Classes or Tranches of Notes for which the conditions in subsection 9.01(a) have not been satisfied; provided that it shall not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance of the proposed amendment; or

(c) if such modification, alteration or amendment is to facilitate compliance with any change in law or regulation applicable to the Servicer, Transferor, Issuer, Indenture Trustee or the transactions described in this Agreement, the Issuer receives an Officer’s Certificate of the Servicer to the effect that the Servicer reasonably believes that such modification, alteration or amendment is required to facilitate compliance with such change in law or regulation;

promptly after the execution of any amendment (other than pursuant to subsection 9.01(a)), the Servicer shall furnish notification of the substance of such amendment to the Indenture Trustee, the Paying Agent, the Note Registrar, each Noteholder and each Note Rating Agency.

Section 9.02. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT

-29-

ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE SERVICER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE SERVICER. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 9.02 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION 9.02 SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.03. Notices. All notices and other communications under this Agreement must be in writing and will be considered effective when delivered (or in the case of facsimile or electronic transmission, when received) by hand, by courier, by overnight delivery service, or by certified mail, return receipt requested and postage prepaid, or sent by facsimile or electronic transmission:

(a) in the case of WFBNA, as the Servicer, to:

-30-

Wells Fargo Bank, National Association

11625 N Community House Road, Floor 10, D1185-100

Charlotte, NC 28202

Attn: Controllers—Securities Administration & Operations

Phone Number: 980-260-6401

E-mail: WFCITServicer@wellsfargo.com

(b) in the case of the Issuer, to:

WF Card Issuance Trust

c/o Wilmington Trust, National Association, as owner trustee

1100 North Market Street

Wilmington, Delaware 19890-0001

Attn: Corporate Capital Markets

Phone Number: 302-636-6000

E-mail: jluce@wilmingtontrust.com

(c) in the case of the Holder of the Transferor Interest, to:

WF Card Funding, LLC

550 S. Tryon Street, Floor 10, D1086-103

Charlotte, NC 28202

Attn: Corporate Treasury—Global Funding

Phone Number: 1-866-263-3059

E-mail: WFCardFunding@wellsfargo.com

(d) in the case of the Indenture Trustee, to:

U.S. Bank National Association

One Federal Street

3^rd Floor

Boston, Massachusetts 02110

Attn: WF Card Issuance Trust

Telephone: 617-603-6888

Email: kevin.blanchard@usbank.com

(e) in the case of the Paying Agent, to:

Wells Fargo Bank, National Association

600 S 4th Street

MAC N9300-061

Minneapolis, MN 55415

Attention: Corporate Trust Services—Asset Backed Administration

Facsimile: 612-667-3464

E-mail: Marianna.c.stershic@wellsfargo.com

Any of these entities may designate a different address in a written notice to the others under this Section 9.03.

-31-

Section 9.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 9.05. Binding Effect; Assignability; Pledge. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as set forth in Section 4.02 and 5.02, Servicer may not assign, transfer, hypothecate or otherwise convey any of its rights or obligations hereunder or interests herein without the express prior written consent of Issuer. Any such purported assignment, transfer, hypothecation or other conveyance by the Servicer without the prior express written consent of Issuer shall be void. The Issuer may, at any time, assign or pledge any of its rights and obligations under this Agreement to any Person and any such pledgee or assignee may further pledge or assign at any time its rights and obligations under this Agreement, in each case, without the consent of Servicer. Each of the Issuer and the Servicer acknowledges and agrees that, upon any such pledge or assignment, the pledgee or assignee thereof may enforce directly, all of the obligations of the Issuer or the Servicer hereunder, as applicable.

(b) The Servicer hereby acknowledges that the Issuer has granted a security interest in the Transferred Assets and its rights under this Agreement to the Indenture Trustee under the Indenture, and hereby waives any defenses it may have against the Indenture Trustee for the enforcement of this Agreement. Accordingly, the parties hereto agree that the Indenture Trustee shall have the right to enforce this Agreement and the full performance by the parties hereto of their obligations and undertakings set forth herein. Each of the Servicer and the Issuer hereby agrees to deliver to the Indenture Trustee a copy of all notices, opinions, agreements, certificates and documents to be delivered by it hereunder.

Section 9.06. Further Assurances. The Servicer agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Issuer and the Indenture Trustee more fully to effect the purposes of this Agreement.

Section 9.07. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Servicer or the Issuer, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 9.08. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as

-32-

delivery of an original executed counterpart of this Agreement and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Section 9.09. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, and each of the Indenture Trustee, the Paying Agent and the Note Registrar under the Indenture is a third-party beneficiary. Except as otherwise provided in this Article IX, no other Person will have any right or obligation hereunder.

Section 9.10. Rule 144A Information. For so long as any of the Notes of any Series, Class or Tranche are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Servicer agrees to cooperate with the Issuer to provide to any Holders of such Series, Class or Tranche and to any prospective purchaser of Notes designated by such a Noteholder upon the request of such Noteholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

Section 9.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 9.12. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 9.13. Nonpetition Covenant. (a) To the fullest extent permitted by applicable law, the Servicer and the Holder of the Transferor Interest, by entering into this Agreement, each agrees that it will not at any time acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer.

(b) To the fullest extent permitted by applicable law, the Servicer and the Issuer, by entering into this Agreement, each agrees that it will not at any time acquiesce, petition or otherwise invoke or cause WF Card Funding, LLC to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against WF Card Funding LLC under any Debtor Relief Law or similar official of WF Card Funding, LLC or any substantial part of its property or ordering the winding-up or liquidation of the affairs of WF Card Funding LLC.

-33-

IN WITNESS WHEREOF, the Transferor, the Servicer and the Issuer have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer
By:
	Name:
	Title:
WF CARD ISSUANCE TRUST, as Issuer
By: WF Card Funding LLC, as Beneficiary of the Issuer, and not in its individual capacity
By:
	Name:
	Title:
WF CARD FUNDING, LLC, as Holder of the Transferor Interest
By:
	Name:
	Title:

[Signature Page to Servicing Agreement]

EXHIBIT A

FORM OF ANNUAL SERVICER’S CERTIFICATE

WELLS FARGO BANK, NATIONAL ASSOCIATION

WF CARD ISSUANCE TRUST

The undersigned, a duly authorized officer of WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFBNA”), as Servicer pursuant to the Servicing Agreement dated as of [________ __, ____] (as amended, supplemented, or otherwise modified the “Servicing Agreement”) by and between WFBNA, as Servicer, and WF CARD ISSUANCE TRUST, as Issuer, does hereby certify that:

1. WFBNA is Servicer under the Servicing Agreement.

2. The undersigned is duly authorized as required pursuant to the Servicing Agreement to execute and deliver this Certificate.

3. This Certificate is delivered pursuant to Section 7.06 of the Servicing Agreement.

4. A review of the activities of the Servicer during [the period from the Closing date until] [the twelve-month period ended] December 31, ____ and of its performance under the Servicing Agreement has been made under my supervision.

5. To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Servicing Agreement in all material respects throughout such period [, except as described below:]

A-1

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this ___ day of __________, ____.

By:
	Name:
	Title:

A-2

EXHIBIT B

FORM OF ANNUAL CERTIFICATION

Re: The Servicing Agreement, dated as of [________ __, ____], amended, supplemented or otherwise modified, (the “Agreement”), by and between Wells Fargo Bank, National Association, as Servicer, and WF Card Issuance Trust, as Issuer.

I, ________________________________, the ____________________ of [Wells Fargo Bank, National Association] (the “Company”), certify to the Issuer, the Transferor [and any other Person that will be responsible for signing the Sarbanes Certification], and their respective officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”) that were delivered by the Company to the Issuer and the Transferor pursuant to the Agreement (collectively, the “Company Information”);

(2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information;

(3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Issuer and the Transferor; and

(4) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement.

Initially capitalized terms used but not otherwise defined in this certification have the respective meanings assigned thereto in (or by reference in) the Agreement.

B-1

Date:

By:

Name:

Title:

B-2

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Servicer shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria” or such criteria as mutually agreed upon by the Issuer and the Servicer:

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.			X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.	X	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.			X

C-1

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.			X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of 240.13k-1(b)(1) of this chapter.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.			X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with investors’ or the	X

C-2

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
	trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.			X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.			X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related credit card accounts documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	X	X
1122(d)(4)(v)	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X

C-3

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.			X

C-4

Servicing Criteria		Applicable Servicing Criteria		Inapplicable Servicing Criteria
Reference	Criteria	Performed Directly by Asserting Party	Performed by Vendor(s) for which Asserting Party is the Responsible Party
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	X

C-5

SCHEDULE 2.04(b)

Reporting Requirements

Servicer shall:

1. Prepare and deliver a monthly report on behalf of Issuer for each Series and each Tranche that is outstanding in the manner described in the Indenture, Indenture Supplement or Terms Document, as applicable, for such Series or such Tranche, as the case may be. Servicer shall also provide the Issuer, the Indenture Trustee, the Paying Agent and any other party as required pursuant to the Indenture, the Indenture Supplement and the Terms Document, as applicable, with an electronic or written form of such report for each such Series and each such Tranche for delivery as set forth in the Indenture Supplement for such Series or the Terms Document for such Tranche, as the case may be.

2. Prepare and deliver to Issuer any attestation report, agreed upon procedures letter or similar report regarding Servicer’s compliance with its obligations under the Servicing Agreement and the servicing functions performed by Servicer with respect to the Transaction Documents in such form as is required to be delivered to any party by the Issuer in accordance with any Indenture Supplement.

-1-

SCHEDULE 2.09

Requirements of FDIC Rule

As required by the FDIC Rule:

(a) As used in this Schedule, references to (i) the “sponsor” shall mean WFBNA, (ii) the “issuing entity” shall mean, collectively, the Transferor, Issuer and each other transferee of the Transferred Assets that is an “issuing entity” as defined in the FDIC Rule, (iii) the “servicer” shall mean Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule, (iv) “obligations” or “securitization obligations” shall mean the Notes, and (v) “financial assets” and “securitized financial assets” shall mean the Transferred Assets.

(b) To the extent serving as servicer, custodian or paying agent for the securitization, the sponsor shall not comingle amounts received with respect to the financial assets with its own assets except for the time, not to exceed two (2) business days, necessary to clear any payments received.

(c) The monthly reports described in Schedule 2.04(b) shall include such information as shall be required for the issuing entity to fulfill its obligations under clause (c) of Schedule I to the Indenture with respect to information required to be disclosed at the time of delivery of each periodic distribution report or any other information required to be provided to investors after issuance of the obligations.

-1-

EX-4.5

EXHIBIT 4.5

WF CARD FUNDING, LLC

as Transferor

and

WF CARD ISSUANCE TRUST

as Issuer

FORM OF TRANSFER AGREEMENT

Dated as of [________ __, ____]

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS	1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitional Provisions; Rules of Construction	9
ARTICLE II	CONVEYANCE OF RECEIVABLES	10
Section 2.01.	Conveyance of Receivables	10
Section 2.02.	Acceptance by the Issuer; Purchase Price; Issuance of Notes; Adjustments	12
Section 2.03.	Representations and Warranties of the Transferor	13
Section 2.04.	Representations and Warranties of the Transferor Relating to the Agreement and the Receivables	14
Section 2.05.	Covenants of the Transferor	18
Section 2.06.	Addition of Accounts	22
Section 2.07.	Removal of Accounts	24
Section 2.08.	Discount Option	26
Section 2.09.	Additional Representations and Warranties of the Transferor	27
Section 2.10.	Dispute Resolution	27
Section 2.11.	Compliance with the FDIC Rule	31
Section 2.12.	Transfer of Defaulted Accounts to Servicer for Collection	31
ARTICLE III	OTHER MATTERS RELATING TO THE TRANSFEROR	33
Section 3.01.	Liability of the Transferor	33
Section 3.02.	Merger or Consolidation of, or Assumption of the Obligations of, the Transferor	33
Section 3.03.	Limitation on Liability	34
Section 3.04.	Reports to the Commission	34
Section 3.05.	Investor Communication	34
ARTICLE IV	TRANSFEROR INSOLVENCY	36
Section 4.01.	Rights upon the Occurrence of an Insolvency Event with Respect to the Transferor	36
ARTICLE V	TERMINATION	37
Section 5.01.	Termination	37
Section 5.02.	Termination Rights of Holder of the Transferor Interest	37
ARTICLE VI	ASSET REPRESENTATIONS REVIEW	38
Section 6.01.	Delinquency Trigger	38
Section 6.02.	Transferor to Investigate Certain Findings of Asset Representations Reviewer	38

-i-

ARTICLE VII	MISCELLANEOUS PROVISIONS	40
Section 7.01.	Amendment	40
Section 7.02.	Protection of Right, Title and Interest	40
Section 7.03.	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	41
Section 7.04.	Notices	42
Section 7.05.	Severability of Provisions	43
Section 7.06.	Binding Effect; Assignability; Pledge	44
Section 7.07.	Further Assurances	44
Section 7.08.	No Waiver; Cumulative Remedies	44
Section 7.09.	Counterparts	44
Section 7.10.	Third-Party Beneficiaries	45
Section 7.11.	Rule 144A Information	45
Section 7.12.	Merger and Integration	45
Section 7.13.	Headings	45
Section 7.14.	Nonpetition Covenant	45
Section 7.15.	Measuring the Transferor Interest for the Purpose of Regulation RR.	45

EXHIBITS
EXHIBIT A	—	Form of Assignment of Receivables in Additional Accounts
EXHIBIT B	—	Form of Opinion of Counsel Regarding Additional Accounts
EXHIBIT C	—	Form of Annual Opinion of Counsel
EXHIBIT D	—	Form of Reassignment of Receivables
EXHIBIT E	—	Form of Reconveyance of Receivables
SCHEDULES
SCHEDULE 1	—	List of Accounts
Schedule 2.11	—	Requirements of FDIC Rule

-ii-

THIS TRANSFER AGREEMENT (this “Agreement”) by and between WF CARD FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, the “Transferor”), as Transferor, and WF CARD ISSUANCE TRUST, a statutory trust created under the laws of Delaware (together with its successors and assigns, the “Issuer”), as Issuer, is made and entered into as of [________ __, ____].

In consideration of the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree that this Agreement, together with the Transaction Documents (each capitalized term as hereinafter defined), will define the contractual rights and responsibilities of the Transferor and the Issuer, including, but not limited to, representations and warranties, ongoing disclosure requirements and measures to avoid conflicts of interest, and hereby further agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions (a) Initially capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in (or by reference in) the Indenture.

(b) Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“60⁺-Day Delinquency Rate” means, for any Monthly Period, the delinquency rate calculated as a ratio (expressed as a percentage) of the aggregate dollar amount of Receivables that are 60 or more days delinquent to the aggregate dollar amount of all of the Receivables, measured as of the end of such Monthly Period.

“AAA” has the meaning specified in subsection 2.10(b)(i).

“Account” has the meaning specified in the Indenture.

“Account Schedule” has the meaning specified in the Indenture.

“Addition Date” has the meaning, for an Additional Account, specified in the related Assignment.

“Addition Representation Date” means, as to any Additional Account, the date specified in the related Assignment; provided, that such Addition Representation Date shall not be more than 7 Business Days prior to the Addition Date specified in the related Assignment.

“Additional Account” has the meaning specified in the Indenture.

“Adverse Effect” has the meaning specified in the Indenture.

-1-

“Affiliate” has the meaning specified in the Indenture.

“Agreement” has the meaning specified in the first paragraph of this document.

“Assignment” has the meaning specified in subsection 2.06(c)(ii).

“Average Principal Receivables” has the meaning specified in the Indenture.

“Bank Portfolio” means the Mastercard^®, VISA^®, American Express^®, or other major card payment network credit card accounts^* owned by WFBNA.

“Beneficiary” has the meaning specified in the Trust Agreement.

“Business Day” has the meaning specified in the Indenture.

“Class” has the meaning specified in the Indenture.

“Closing Date” has the meaning specified in the Indenture.

“Collection Account” has the meaning specified in the Indenture.

“Collections” has the meaning specified in the Indenture.

“Commission” has the meaning specified in the Indenture.

“Credit Card Guidelines” has the meaning specified in the Indenture.

“Debtor Relief Laws” means (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act, and (c) all other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization, or other debtor relief laws affecting the rights of creditors generally, or if applicable, the rights of creditors of banks.

“Defaulted Account” has the meaning specified in the Indenture.

“Delinquency Trigger” means each occurrence, as determined by the Servicer, where the Three-Month Average 60⁺-Day Delinquency Rate equals or exceeds the then-current Delinquency Trigger Rate.

“Delinquency Trigger Rate” means, initially, [__]%, which percentage will be reviewed and may be adjusted from time to time as specified in subsections 6.01(b) and 6.01(c).

“Discount Option Date” has the meaning specified in subsection 2.08(a).

^*  VISA, Mastercard, and American Express are registered trademarks of VISA International Service Association, Mastercard International Incorporated, and American Express Company, respectively.

-2-

“Discount Option Receivable Collections” has the meaning specified in subsection 2.08(b).

“Discount Option Receivables” means, Principal Receivables designated by the Transferor that are transferred to the Issuer at a specified discount, which discount is applied such that the discounted portion of Collections of such Principal Receivables are treated as Collections of Finance Charge Receivables.

“Discounted Percentage” has the meaning specified in subsection 2.08(a).

“Distribution Date” has the meaning specified in the Indenture.

“Early Redemption Event” has the meaning specified in the Indenture.

“Eligible Account” means any VISA^®, Mastercard^®, American Express^®, or other major card payment network credit card accounts for which each of the following requirements is satisfied as of the Initial Representation Date, in the case of any Initial Account, or as of the related Addition Representation Date, in the case of any Additional Account:

(a) it exists and is maintained by WFBNA;

(b) its Receivables are payable in United States Dollars;

(c) the related Obligor’s most recent billing address is located in the United States of America or its territories or possessions;

(d) it is not classified on WFBNA’s electronic records as (i) counterfeit, cancelled, fraudulent, stolen, or lost or (ii) subject to a bankruptcy proceeding of the related Obligor; and

(e) all of its Receivables have not been charged off as uncollectible under WFBNA’s customary and usual procedures for servicing credit card accounts.

“Eligible Receivable” means any Receivable for which each of the following requirements is satisfied as of the applicable time:

(a) it arises in an Eligible Account;

(b) it is created, in all material respects, in compliance with all Requirements of Law applicable to WFBNA, and it is created under a Credit Card Agreement that complies, in all material respects, with all Requirements of Law applicable to WFBNA;

(c) all consents, licenses, approvals, or authorizations of, or registrations or declarations with, any Governmental Authority that are required for its creation or the execution, delivery, or performance of the related Credit Card Agreement have been obtained or made by WFBNA and are fully effective;

-3-

(d) immediately prior to it being transferred to the Issuer, the Transferor has good and marketable title to it free and clear of all Liens arising through or under the Transferor or any of its Affiliates, except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA or the Transferor is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes;

(e) it is the legal, valid, and binding payment obligation of the related Obligor and is enforceable against that Obligor in accordance with its terms, except as enforceability may be limited by Debtor Relief Laws or general principles of equity;

(f) it is an account under Article 9 of the New York UCC; and

(g) at the time of its transfer to the Issuer, WFBNA’s electronic records do not reflect any right of rescission, setoff, counterclaim or any other 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).

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“Excess Funding Account” has the meaning specified in the Indenture.

“FDIC Rule” has the meaning specified in the Indenture.

“FDIC Rule Interpretations” has the meaning specified in the Indenture.

“Finance Charge Receivable” has the meaning specified in the Indenture.

“Fitch” has the meaning specified in the Indenture.

“Funding” has the meaning specified in the Indenture.

“Governmental Authority” has the meaning specified in the Indenture.

“Holder” has the meaning specified in the Indenture.

“Indenture” means the Indenture, dated as of [________ __, ____], among the Issuer, Wells Fargo Bank, National Association, not in its individual capacity but solely in its capacity as the paying agent and as the note registrar, and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Indenture Supplement” has the meaning specified in the Indenture.

“Indenture Trustee” has the meaning specified in the Indenture.

-4-

“Independent Director” has the meaning specified in subsection 2.05(g)(viii).

“Ineligible Receivable” has the meaning specified in subsection 2.04(d)(iii).

“Initial Account” has the meaning specified in the Indenture.

“Initial Representation Date” means, with respect to each Initial Account, [________ __, ____].

“Insolvency Event” has the meaning specified in the Indenture.

“Insurance Proceeds” has the meaning specified in the Indenture.

“Interchange” has the meaning specified in the Indenture.

“Investor Percentage” has the meaning specified in the Indenture.

“Issuer” has the meaning set forth in the first paragraph of this Agreement.

“Issuer Tax Opinion” has the meaning specified in the Indenture.

“Maximum Addition Amount” means, unless otherwise provided in an Indenture Supplement, with respect to any Addition Date, the number of Accounts originated by WFBNA and designated as Additional Accounts pursuant to Section 2.06 without satisfaction of the Rating Agency Condition as described under subsection 2.06(c)(vii) which would either (a) with respect to any of the three consecutive Monthly Periods be equal to the product of (i) 15% and (ii) the number of Accounts as of the first day of the calendar year during which such Monthly Periods commence or (b), with respect to any twelve-month period, equal the product of (i) 20% and (ii) the number of Accounts as of the first day of such twelve-month period; provided, however, that if the aggregate principal balance in the Additional Accounts specified in clause (a) or (b) above, as the case may be, shall exceed either (y) the product of (i) 15% and (ii) the aggregate amount of Principal Receivables determined as of the first day of the third preceding Monthly Period minus the aggregate amount of Principal Receivables as of the date each such Additional Account was designated to the Issuer in all of the Accounts owned by WFBNA that have been designated as Additional Accounts since the first day of the third preceding Monthly Period or (z) the product of (i) 20% and (ii) the aggregate amount of Principal Receivables determined as of the first day of the calendar year in which such Addition Date occurs minus the aggregate amount of Principal Receivables as of the date each such Additional Account was designated to the Issuer in all of the Accounts owned by WFBNA that have been designated as Additional Accounts since the first day of such calendar year, the Maximum Addition Amount shall be an amount equal to the lesser of the aggregate amount of Principal Receivables specified in either clause (y) or clause (z) of this proviso.

“Minimum Aggregate Principal Receivables” means, unless otherwise provided in an Indenture Supplement relating to any Series, as of any date of determination, an amount equal to the remainder of (a) the sum of the numerators used in the calculation of the Investor Percentages

-5-

with respect to Principal Receivables for all outstanding Series of Notes on such date; provided, that with respect to any Series, Class or Tranche in its Note Accumulation Period or such other period as designated in the related Indenture Supplement with a Nominal Liquidation Amount as of such date of determination equal to the amount on deposit (excluding any investment earnings) in the Principal Funding sub-Account relating to such Series, Class or Tranche taking into account any deposit to be made to the applicable Principal Funding sub-Account on the Transfer Date following such date of determination, the numerator used in the calculation of the Investor Percentage with respect to Principal Receivables relating to such Series, Class or Tranche shall, solely for the purpose of the definition of Minimum Aggregate Principal Receivables, be deemed to equal zero, minus (b) the amount on deposit in the Excess Funding Account on such date of determination.

“Minimum Transferor Interest” has the meaning specified in the Indenture.

“Monthly Period” has the meaning specified in the Indenture.

“Moody’s” has the meaning specified in the Indenture.

“Nominal Liquidation Amount” has the meaning specified in the Indenture.

“Note” or “Notes” has the meaning specified in the Indenture.

“Note Accumulation Period” has the meaning specified in the Indenture.

“Note Owner” has the meaning specified in the Indenture.

“Note Rating Agency” has the meaning specified in the Indenture.

“Notice Date” has the meaning specified in subsection 2.06(c)(i).

“Obligor” has the meaning specified in the Indenture.

“Officer’s Certificate” means a certificate signed by any Vice President or more senior officer of the Servicer or the Transferor, as applicable.

“Opinion of Counsel” has the meaning specified in the Indenture.

“Outstanding Dollar Principal Amount” has the meaning specified in the Indenture.

“Owner Trustee” has the meaning specified in the Trust Agreement.

“Participations” has the meaning specified in subsection 2.06(a)(ii).

“Person” has the meaning specified in the Indenture.

-6-

“Pool Portfolio Number File” means the file on WFBNA’s computer system and/or the table in the Securitization Data Store (SDS) that identifies the Accounts.

“Principal Adjustment” has the meaning specified in the Servicing Agreement.

“Principal Funding sub-Account” has the meaning specified in the Indenture.

“Principal Receivable” has the meaning specified in the Indenture.

“Qualified Dispute Resolution Professional” means an attorney or retired judge that is independent, impartial, and knowledgeable about and experienced with the laws of the State of Delaware, specializing in commercial litigation with at least 15 years of experience and whose name is on a list of neutral parties maintained by the AAA.

“Rating Agency Condition” has the meaning specified in the Indenture.

“Reassignment” has the meaning specified in subsection 2.07(b)(ii).

“Reassignment Amount” has the meaning specified in the Indenture.

“Reassignment Date” has the meaning specified in subsection 2.04(e).

“Receivable” has the meaning specified in the Indenture.

“Receivables Purchase Agreement” has the meaning specified in the Indenture.

“Record Date” has the meaning specified in the Indenture.

“Recoveries” has the meaning specified in the Indenture.

“Regulation RR” means Part 244 – Credit Risk Retention (Regulation RR), 12, C.F.R. §§ 244-1 – 244.22, as the same may be amended from time to time.

“Removal Date” has the meaning, for a Removed Account, specified in the related Reassignment.

“Removal Notice Date” has the meaning specified in subsection 2.07(a).

“Removed Accounts” has the meaning specified in subsection 2.07(a). For the avoidance of doubt, Zero Balance Accounts designated by the Transferor pursuant to subsection 2.07(c) shall be Removed Accounts; provided, however, that the terms and conditions specified in subsections 2.07(a) and 2.07(b), shall not apply to the removal of Zero Balance Accounts.

“Representing Party” has the meaning specified in subsection 2.10(a).

“Requesting Party” has the meaning specified in subsection 2.10(a).

-7-

“Requirements of Law” has the meaning specified in the Indenture.

“Revolving Credit Agreement” means the Revolving Credit Agreement by and between Funding and WFBNA, dated as of [________ __, ____], as such agreement may be amended, supplemented or otherwise modified from time to time in accordance therewith, or any substantially similar agreement entered into between any lender and Funding.

“Rules” has the meaning specified in subsection 2.10(b)(i).

“Seller’s Interest Measurement Date” means, for so long as any Notes remain outstanding under the Indenture and are held by any person other than a wholly-owned Affiliate of WFBNA (for so long as WFBNA acts as a sponsor), the close of business on the last day of each calendar month.

“Series” has the meaning specified in the Indenture.

“Servicer” has the meaning specified in the Indenture.

“Servicing Agreement” has the meaning specified in the Indenture.

“Three-Month Average 60⁺-Day Delinquency Rate” means, (x) as of any date of determination during the [________] [___] Monthly Period, the 60+-Day Delinquency Rate for the Monthly Period immediately preceding such date of determination; (y) as of any date of determination during the [________] [___] Monthly Period, (a) the sum of the 60+-Day Delinquency Rates for the two Monthly Periods immediately preceding such date of determination divided by (b) two; and (z) as of any date of determination thereafter, (a) the sum of the 60+-Day Delinquency Rates for the three Monthly Periods immediately preceding such date of determination divided by (b) three.

“Tranche” has the meaning specified in the Indenture.

“Transfer” has the meaning specified in the Trust Agreement.

“Transfer Date” has the meaning specified in the Indenture.

“Transferor” means Funding, in its capacity as Transferor under this Agreement, and its successors in interest and permitted assigns.

“Transferor Interest” has the meaning specified in the Indenture.

-8-

“Transferred Account” has the meaning specified in the Indenture.

“Transferred Assets” has the meaning specified in Section 2.01(a).

“Transferred Collateral” has the meaning specified in Section 2.09(a).

“Trust Accounts” has the meaning specified in the Indenture.

“Trust Agreement” has the meaning specified in the Indenture.

“United States Arbitration Act” means the United States Arbitration Act of 1925, as amended.

“Verified Note Owner” means either (a) a Note Owner that has provided the Representing Party written certification that it is a Note Owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from such Note Owner’s broker or dealer, or another similar document, or (b) any Noteholder.

“WFBNA” has the meaning specified in the Indenture.

“Zero Balance Account” means any Account with a Receivables balance of zero.

“Zero Balance Account Removal Date” has the meaning specified in subsection 2.07(c).

Section 1.02. Other Definitional Provisions; Rules of Construction (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined herein, and accounting terms partially defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained herein shall control. The term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified. The term “including” and words of similar import will be deemed to be followed by “without limitation.” The canon of ejusdem generis may be applied

-9-

only in the context of this Agreement’s purpose and not merely in the context of a particular phrase.

(d) A reference to any law is to that law as amended or supplemented to the applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any Person includes that Person’s successors and permitted assigns. Wherever from the context it appears appropriate, each term defined in either the singular or the plural form incorporates both the singular and the plural form of such term.

ARTICLE II

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Receivables. (a) The Transferor hereby transfers, assigns, sets over, and otherwise conveys to the Issuer, without recourse, all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account, and the Receivables existing on the related Addition Date and arising after that Addition Date in each Additional Account, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Issuer all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Issuer. The property described in the two preceding sentences, shall constitute the transferred assets (the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Issuer, the Indenture Trustee or any Noteholder of any obligation of the Transferor, WFBNA, or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA^®, Mastercard^®, American Express^®* or insurers.

(b) In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, all financing statements (including any amendments of financing statements and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in the New York UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of

^*  VISA, Mastercard, and American Express are registered trademarks of VISA International Service Association, Mastercard International Incorporated, and American Express Company, respectively.

-10-

the Receivables to the Issuer, and to deliver a file-stamped copy of such financing statements, amendments of financing statements or continuation statements or other evidence of such filings to the Issuer on or prior to the Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and conveyance shall be made to the Issuer, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly.

(c) In connection with such transfer, the Transferor agrees, at its own expense, (i) on or prior to (A) the Closing Date, in the case of the Initial Accounts, (B) the applicable Addition Date, in the case of the Additional Accounts, and (C) the date when a Transferred Account is created, in the case of any Transferred Account, in each case to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with such Accounts and the related Transferred Assets have been transferred to the Issuer pursuant to this Agreement, and pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture, and (ii) on or prior to each such date referred to in clause (i)(A) and (B), to deliver to the Issuer, the Servicer, and the Indenture Trustee an Account Schedule (which such Account Schedule on each such date may omit the balance of the Receivables existing in each Account on each such date, provided that an updated Account Schedule including the balance of Receivables existing in each such Account (which also identifies any Transferred Accounts that were created during the intervening period) shall be delivered within three (3) Business Days thereafter). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Issuer, the Servicer, and the Indenture Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account, the Transferor further agrees not to alter such indication during the term of this Agreement unless and until (x) such Account becomes a Removed Account or a Defaulted Account or (y) the Transferor has taken all actions that are necessary or appropriate to maintain the perfection and the priority of the Issuer’s ownership interest in the related Transferred Assets. Promptly after a request from the Issuer, and at least once every two months regardless of whether a request is made by the Issuer, the Transferor must deliver to the Issuer, the Servicer and the Indenture Trustee, an updated Account Schedule (which updated Account Schedule identifies all Transferred Accounts that were created during the applicable intervening period).

(d) The Accounts shall be identified in the Pool Portfolio Number File with the designation “901”, “902”, “903”, “904” or “905”, and the Transferor shall not instruct or authorize WFBNA to alter such file designation with respect to any Account during the term of this Agreement unless and until (i) an Account becomes a Removed Account or a Defaulted Account or (ii) the Transferor has taken all actions that are necessary or appropriate to maintain the perfection and the priority of the Issuer’s ownership interest in the related Transferred Assets.

(e) The parties hereto intend that each transfer of Transferred Assets and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, conveying good title, free and clear of any liens, claims, encumbrances or rights of others, from the Transferor to the Issuer. If, and to the extent that, notwithstanding such intent,

-11-

the transfer pursuant to this Section 2.01 is not deemed to be a sale, then this agreement shall constitute a security agreement under applicable law, and the Transferor shall be deemed hereunder to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account, and the Receivables existing on the related Addition Date and arising after that Addition Date in each Additional Account, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property and all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Issuer to secure an obligation in the amount of the aggregate Purchase Price transferred to the Transferor.

Section 2.02. Acceptance by the Issuer; Purchase Price; Issuance of Notes; Adjustments. (a) The Issuer hereby acknowledges its acceptance of all right, title and interest to the property now existing and hereafter created, conveyed to the Issuer pursuant to Section 2.01. The Issuer further acknowledges that, on or prior to the Closing Date, the Transferor delivered to the Issuer the Account Schedule relating to the Initial Accounts.

(b) The purchase price for the Transferred Assets shall equal the aggregate amount of the Principal Receivables included therein, adjusted consistent with and to the extent of any applicable Discounted Percentage (such amount for any Transferred Assets, the “Purchase Price”).

(c) The Purchase Price for any Transferred Assets sold by the Transferor to the Issuer under this Agreement shall be deemed to be paid by the Issuer to the Transferor through an increase in the Transferor Interest equal to the amount of the Principal Receivables sold to the Issuer; provided that the Transferor may require the Issuer to issue Notes in exchange for a decrease in the Transferor Interest as provided in clause (d).

(d) Upon the Transferor’s request, the Issuer shall from time to time, issue a Series, Class or Tranche of Notes to the Transferor or its designee with such terms as specified in the related Indenture Supplement or Terms Document, so long as such issuance is permitted under the terms of the Indenture.

(e) If on any day, the outstanding amount of any Principal Receivable is reduced by the Servicer because of a Principal Adjustment pursuant to Section 2.06(b) of the Servicing Agreement, then, the Transferor shall compensate the Issuer for such reduction as provided below. The compensation payable by the Transferor for any such reduction shall equal the amount of the reduction in the amount of the Principal Receivable. The Transferor shall pay

-12-

such compensation to the Issuer, by delivering to the Servicer, for deposit into the Collection Account, the amount of such reduction (for allocation as a Collection of Principal Receivables pursuant to the Indenture and each Indenture Supplement) no later than the second Business Day after such adjustment is made by the Servicer; provided, that no such payment need be made if the Transferor Interest exceeds zero after being reduced for such Principal Adjustment.

Section 2.03. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Issuer as of the date hereof:

(a) The Transferor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Transferor has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.

(b) The Transferor is duly qualified to do business (or is exempt from such requirements) as a foreign corporation or foreign limited liability company and has obtained all necessary licenses and approvals, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the Transferor or the transactions contemplated by, or its ability to perform its obligations under, this Agreement.

(c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and its consummation of the transactions contemplated by this Agreement.

(d) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, breach any term of, or cause a default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which the Transferor or any of its properties are bound, except where such breach or default could not be reasonably expected to materially and adversely affect Funding’s ability to perform its obligations under this Agreement.

(e) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor, except where such conflict or violation could not be reasonably expected to materially and adversely affect Funding’s performance of its obligations under this Agreement.

(f) No proceeding or investigation against the Transferor is pending or, to the best of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that,

-13-

in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement.

(g) As of the Initial Representation Date, no selection procedures adverse to the Noteholders have been employed by the Transferor in selecting the Accounts.

(h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Governmental Authority in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement.

The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Issuer. The Transferor hereby represents and warrants to the Issuer, with respect to any Series of Notes, as of the issuance date of such Series of Notes, unless otherwise stated in such Indenture Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor or the Issuer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other, the Servicer and the Indenture Trustee.

Section 2.04. Representations and Warranties of the Transferor Relating to the Agreement and the Receivables.

(a) Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Issuer as of the date hereof and each subsequent closing date for the issuance of any Notes, and with respect to any Additional Accounts, on each related Addition Date occurring after the date hereof that:

(i) The Receivables Purchase Agreement and this Agreement, each constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

(ii) This Agreement constitutes either (A) a valid sale to the Issuer of the Receivables or (B) a grant of a security interest to secure payment or performance of an obligation in favor of the Issuer in the Receivables, and that sale or security interest is perfected under the UCC.

-14-

(b) Eligibility of Receivables. The Transferor hereby represents and warrants to the Issuer as of the Closing Date, in the case of any Initial Account and the related Receivables, and as of each Addition Date, in the case of any related Additional Account and the related Receivables, as the case may be, that:

(i) As of the Closing Date, in the case of Initial Accounts and as of the related Addition Date, in the case of any Additional Account, each Receivable existing in that Account is an Eligible Receivable.

(ii) Each related Receivable existing on the Closing Date, in the case of any Initial Account, or as of the related Addition Date, in the case of any Additional Account, is conveyed to the Issuer free and clear of any Lien arising through or under the Transferor or any of its Affiliates except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA or the Transferor is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes.

(iii) All consents, licenses, approvals, or authorizations of, or registrations or declarations with, any Governmental Authority that are required in connection with the conveyance of each related Receivable to the Issuer have been obtained or made by the Transferor and are fully effective.

(iv) On any date after the Closing Date, in the case of any Initial Account, or after the related Addition Date, in the case of any Additional Account, on which any new Receivable is created, that each such Receivable is an Eligible Receivable. Each related Receivable arising after the Closing Date, in the case of any Initial Account, or after the related Addition Date, in the case of any Additional Account, is conveyed by the Transferor to the Issuer free and clear of any Lien arising through or under the Transferor or any of its Affiliates except for any Lien for municipal or other local taxes if those taxes are currently not due or if WFBNA or the Transferor is currently in good faith contesting those taxes in appropriate proceedings and has set aside adequate reserves for those contested taxes.

(v) As of the Closing Date and as of each Addition Date, the Account Schedule identifies all of the existing Accounts.

(c) Notice of Breach. The representations and warranties set forth in this Section 2.04 shall survive the transfer and assignment of the Receivables to the Issuer and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, and the issuance of the Notes. Upon discovery by the Transferor or the Issuer of a breach of any of the representations and warranties set forth in this Section 2.04, the party discovering such breach shall give prompt written notice to the other. The Transferor agrees to cooperate with the Issuer in attempting to cure any such breach.

-15-

(d) Transfer of Ineligible Receivables.

(i) Automatic Removal. In the event of a breach with respect to a Receivable of any representations and warranties set forth in subsection 2.04(b)(ii), or in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable, and any of the following three conditions is met: (A) as a result of such breach or event such Receivable is charged off as uncollectible or the Issuer’s rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Issuer free and clear of any Lien; (B) the Lien upon the subject Receivable (1) arises in favor of the United States of America or any State or any agency or instrumentality thereof and involves taxes or liens arising under Title IV of ERISA or (2) has been consented to by WFBNA or the Transferor; or (C) the unsecured short-term debt rating of the Transferor is not at least P-1 by Moody’s and F1 by Fitch and the Lien upon the subject Receivable ranks prior to the Lien created pursuant to this Agreement; then, upon the earlier to occur of the discovery of such breach or event by the Transferor or receipt by the Transferor of written notice of such breach or event given by the Issuer or the Indenture Trustee, acting at the direction of the Majority Holders of all Series, each such Receivable shall be automatically reconveyed by the Issuer on the terms and conditions set forth in subsection 2.04(d)(iii).

(ii) Removal After Cure Period. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(b) other than a breach or event as set forth in clause (d)(i) above, and as a result of such breach the related Account becomes a Defaulted Account or the Issuer’s rights in, to or under the Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Issuer free and clear of any Lien, then, upon the expiration of 60 days (or such longer period as may be agreed to by the Issuer in its sole discretion, but in no event later than 120 days) from the earlier to occur of the discovery of any such event by the Transferor, or receipt by the Transferor of written notice of any such event given by the Issuer or the Indenture Trustee, acting at the direction of the Majority Holders of all Series, each such Receivable shall be reconveyed by the Issuer on the terms and conditions set forth in subsection 2.04(d)(iii); provided, however, that no such removal shall be required to be made if, on any day within such applicable period, such representations and warranties with respect to such Receivable shall then be true and correct in all material respects as if such Receivable had been created on such day.

(iii) Procedures for Removal. When the provisions of subsection 2.04(d)(i) or (ii) above require reconveyance of a Receivable, the Transferor shall accept reassignment of such Receivable (an “Ineligible Receivable”), the principal balance of each such Ineligible Receivable will be deducted from the Principal Receivables and decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in any calculation that uses the aggregate amount of Principal Receivables. In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced

-16-

below zero or would otherwise not be permitted by law, the Transferor shall concurrently pay to the Issuer, by delivering to the Servicer, for deposit into the Collection Account, (for allocation as a Principal Receivable) in immediately available funds, prior to the Transfer Date related to such Monthly Period in which such event occurred, an amount equal to the amount by which the Transferor Interest would be reduced below zero. Simultaneously with the reassignment to the Transferor of an Ineligible Receivable, such Ineligible Receivable and other property relating to it, shall be released from the Lien of the Indenture pursuant to Section 13.07 of the Indenture and the Issuer shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to (i) such Ineligible Receivable, (ii) all monies due or to become due with respect to such Ineligible Receivable, (iii) all Interchange, Insurance Proceeds and Recoveries allocable to such Ineligible Receivable, (iv) all Collections on such Ineligible Receivables and (v) all proceeds of any of the foregoing property. Such reassigned Ineligible Receivable shall be treated by the Issuer as collected in full as of the date on which it was transferred. The Issuer shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by the Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii). The obligation of the Transferor set forth in this subsection 2.04(d)(iii) and the automatic removal of such Receivable from the Issuer shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to the Issuer or the Noteholders (or the Indenture Trustee on behalf of the Noteholders).

(e) Reassignment of All Receivables. In the event of a breach of any of the representations and warranties set forth in subsection 2.04(a), the Issuer or the Indenture Trustee, acting at the direction of the Majority Holders of all Series, by notice then given in writing to the Transferor, may direct the Transferor to accept reassignment of an amount of Principal Receivables and related assets (as specified below) within 60 days of such notice (or within such longer period as may be specified in such notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables and related assets on a Distribution Date specified by the Issuer (such Distribution Date, the “Reassignment Date”) occurring within such applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in subsection 2.04(a) shall then be true and correct in all material respects. The Transferor shall pay to the Issuer, by delivering to the Servicer for deposit into the Collection Account (in New York Clearing House, next day funds) on the Transfer Date preceding the Reassignment Date, an amount equal to the Reassignment Amount for such Receivables, for distribution to the Noteholders pursuant to the Indenture and each Indenture Supplement. Payment of the Reassignment Amount, and all other amounts in the Trust Accounts in respect of the preceding Monthly Period, shall be considered a prepayment in full of the Receivables securing the Notes. On the Distribution Date following the Transfer Date on which such amount has been deposited in full into the Collection Account or the applicable Series Account (i) the Receivables existing on such date and arising after such date in each Account, (ii) all monies due or to become due with respect to such Receivables (including

-17-

Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables and (v) all proceeds of any of the foregoing property shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Issuer shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Issuer to and under (i) the Receivables existing on such date and arising after such date in each Account, (ii) all monies due or to become due with respect to such Receivables (including Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables and (v) all proceeds of any of the foregoing property. If the Issuer gives notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.04(a) available to the Issuer, the Noteholders or the Indenture Trustee.

Section 2.05. Covenants of the Transferor. The Transferor hereby covenants that:

(a) Receivables to be Accounts. Except in enforcing or collecting an Account, the Transferor will take no action to cause any Receivable to be evidenced by any instrument (as defined in the New York UCC). Except in enforcing or collecting an Account, the Transferor will take no action to cause any Receivable to be payable pursuant to a contract which creates a Lien on any goods purchased thereunder. The Transferor will take no action to cause any Receivable to be anything other than an account (as defined in the New York UCC). If the Transferor breaches this covenant, the Transferor must repurchase the related Receivable as though it qualifies for repurchase under Section 2.04.

(b) Security Interests. Except for the conveyances specified hereunder, the Transferor will not (i) sell, pledge, assign or transfer to any other Person any Receivable, (ii) take any other action that is inconsistent with the ownership of each Receivable by the Issuer, or (iii) grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein; the Transferor will immediately notify the Issuer of the existence of any Lien on any Receivable (other than any Lien created pursuant to any Transaction Document); and the Transferor shall defend the right, title and interest of the Issuer in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Transferor; provided, however, that nothing in this subsection 2.05(b) shall prevent or be deemed to prohibit the Transferor from suffering to exist upon any of the Receivables any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if WFBNA or the Transferor shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

-18-

(c) Enforcement of the Receivables Purchase Agreement. The Transferor agrees to take all actions necessary and appropriate to enforce its rights and claims under the Receivables Purchase Agreement.

(d) Account Allocations. (i) In the event that the Transferor is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 4.01 or an order by any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Issuer) then, in any such event, (A) the Transferor agrees to allocate and pay to the Issuer, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables held by the Issuer on such date of inability); (B) the Transferor agrees to have such amounts applied as Collections on the Transferred Assets in accordance with the Indenture; and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Issuer) that are written off as uncollectible shall continue to be allocated in accordance with the Indenture, and all amounts that would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Issuer shall be deemed to be Principal Receivables for the purpose of all calculations under the Transaction Documents. If the Transferor is unable pursuant to any Requirements of Law to allocate Collections as described above, the Transferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account proportionately based on the total amount of Principal Receivables of such Obligor retained by the Issuer and the total amount owing by such Obligor on such Account after such event, and the portion allocable to any Principal Receivables retained by the Issuer shall be applied as Collections in accordance with the Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the Issuer, shall continue to be owned by the Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with the Indenture.

(ii) In the event that, pursuant to subsection 2.04(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Transferor agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Issuer. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to the Receivables of such Obligor retained by the Issuer, then the

-19-

Transferor agrees to allocate such payments proportionately based on the total amount of Principal Receivables of such Obligor’s Account retained by the Issuer and the total amount in that Account then owned by the Transferor.

(e) Delivery of Collections. In the event that the Transferor receives Collections (including Recoveries, Insurance Proceeds and Interchange), the Transferor agrees to pay to the Issuer, by delivering such amounts to the Servicer (or, if directed by the Issuer, directly to the Paying Agent), all payments received by the Transferor in respect of the Receivables as soon as practicable after receipt thereof and in any event no later than two (2) Business Days after receipt thereof by the Transferor. The Transferor will enforce a substantially similar covenant of WFBNA under the Receivables Purchase Agreement that relates to Receivables sold to the Transferor.

(f) Covenants of the Transferor with Respect to the Receivables Purchase Agreement. The Transferor shall enforce WFBNA’s covenants under the Receivables Purchase Agreement:

(i) to not transfer any Account except in a permitted merger, consolidation, or sale;

(ii) to transfer to the Transferor all Interchange received with respect to the Receivables; and

(iii) not to change any Credit Card Agreement or the Credit Card Guidelines except as permitted under the Receivables Purchase Agreement.

(g) Separate Company Existence. The Transferor shall:

(i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby.

(ii) Maintain its own deposit, securities and other account or accounts, separate from those of any Affiliate of the Transferor, with financial institutions. The funds of the Transferor will not be diverted to any other Person or for other than the company use of the Transferor, and, except as may be expressly permitted by this Agreement or the Receivables Purchase Agreement, the funds of the Transferor shall not be commingled with those of any other Person.

(iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly

-20-

allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

(iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.

(v) Ensure that all material transactions between the Transferor and any of its Affiliates shall be only on an arm’s-length basis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties.

(vi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members and other Affiliates. To the extent that the Transferor and any of its members or other Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses.

(vii) Conduct its affairs strictly in accordance with its certificate of formation and its limited liability company agreement and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and directors’ meetings appropriate to authorize all action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular members’ and directors’ meetings shall be held at least annually.

(viii) Ensure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, “Independent Director” means any member of the board of directors of the Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any Affiliate of the Transferor which is not a special purpose entity, (y) a director of any Affiliate of the Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing).

(ix) Ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer

-21-

making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor.

(x) Act solely in its own company name and through its own authorized officers and agents, and no Affiliate of the Transferor shall be appointed to act as agent of the Transferor. The Transferor shall at all times use its own stationery and business forms and describe itself as a separate legal entity.

(xi) Other than as provided in the Revolving Credit Agreement, ensure that no Affiliate of the Transferor shall advance funds or loan money to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor.

(xii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds.

(xiii) Not enter into any guaranty, or otherwise become liable, with respect to or hold its assets or creditworthiness out as being available for the payment of, any obligation of any Affiliate of the Transferor nor shall the Transferor make any loans to any Person.

(xiv) Ensure that all financial statements of the Transferor, whether or not consolidated, and all financial statements of the Transferor’s Affiliates that include the Transferor (i) disclose the effects of all this Agreement, the Receivables Purchase Agreement, and related Transaction Documents to which Funding is a party in accordance with generally accepted accounting principles and (ii) to the extent required by generally accepted accounting principles or otherwise material, make clear that the Transferor is separate from WFBNA and any person or entity that is an affiliate or insider of WFBNA or that controls WFBNA, is controlled by WFBNA, or is under common control with WFBNA, and that the Receivables and the assets of Funding are not assets of WFBNA or any person or entity that is an affiliate or insider of WFBNA or that controls WFBNA, is controlled by WFBNA, or is under common control with WFBNA.

(xv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of formation and its limited liability company agreement.

Section 2.06. Addition of Accounts. (a) (i) If, (A) during any period of thirty consecutive days, the Transferor Interest averaged over that period (based on the Transferor Interest as of each Date of Processing during that period and the number of Dates of Processing during that period) is less than the Minimum Transferor Interest for that period, the Transferor shall designate additional eligible Mastercard^®, VISA^®, American Express^®, or other major card payment network accounts from the Bank Portfolio to be included as Additional Accounts in a sufficient amount such that the average of the Transferor Interest as a percentage of the Average

-22-

Principal Receivables for such 30-day period, computed by assuming that the amount of the Principal Receivables of such Additional Accounts shall be deemed to be held by the Issuer during each day of such 30-day period, is at least equal to the Minimum Transferor Interest, or (B) on any Record Date the aggregate amount of Principal Receivables is less than the Minimum Aggregate Principal Receivables, the Transferor shall designate Additional Accounts to be included as Accounts in a sufficient amount such that the aggregate amount of Principal Receivables will be equal to or greater than the Minimum Aggregate Principal Receivables. Receivables from such Additional Accounts shall be transferred to the Issuer on or before the tenth Business Day following such thirty-day period or Record Date, as the case may be.

(ii) In lieu of, or in addition to, designating Additional Accounts pursuant to clause (i) above, the Transferor may, subject to any applicable conditions specified in paragraph (c) below, convey to the Issuer, participations representing undivided interests in a pool of assets primarily consisting of receivables arising under revolving credit card accounts owned by WFBNA or any Affiliate of WFBNA and collections thereon (“Participations”). The addition of Participations in the Issuer pursuant to this paragraph (a) or paragraph (b) below shall be effectuated by an amendment hereto, dated as of the applicable Addition Date, pursuant to subsection 7.01(a).

(b) In addition to its obligation under subsection 2.06(a), the Transferor may, but shall not be obligated to, designate from time to time Additional Accounts to be included as Accounts or Participations to be included as property of the Issuer, in either case as of the applicable Addition Date.

(c) The Transferor agrees that any such transfer of Receivables from Additional Accounts, under subsection 2.06(a) or (b) shall satisfy the following conditions (to the extent provided below):

(i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the “Notice Date”), the Transferor shall give the Issuer, the Indenture Trustee, each Note Rating Agency and the Servicer written notice that such Additional Accounts or Participations will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred;

(ii) on or before the Addition Date, the Transferor shall have delivered to the Issuer a written assignment in substantially the form of Exhibit A (the “Assignment”) and the Transferor shall have indicated in its books and records (including the appropriate computer files) that the Receivables created in connection with the Additional Accounts have been transferred to the Issuer under this Agreement and pledged by the Issuer to the Indenture Trustee under the Indenture and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Issuer, the Transferor shall have delivered to the Issuer, the Indenture Trustee and the Servicer the updated Account Schedule, which Account Schedule is true and complete as of the related Addition Date and which shall be as of the date of such Assignment incorporated into and made a part of such Assignment and this Agreement;

-23-

(iii) the Transferor shall represent and warrant that (x) with respect to Additional Accounts, each Additional Account is, as of the Addition Representation Date, an Eligible Account, and each existing Receivable in such Additional Account is, as of the as of the Addition Representation Date, an Eligible Receivable, (y) as of the Addition Representation Date, no selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders have been used in selecting the related Additional Accounts, and (z) as of the Addition Date, the Transferor is not insolvent;

(iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid sale to the Issuer of the Receivables in the Additional Accounts, or (y) a grant of a security interest to secure payment or performance of an obligation in favor of the Issuer in the Receivables in the Additional Accounts, and that sale or security interest is perfected under the New York UCC;

(v) the Transferor shall deliver an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit A to the Issuer, confirming the items set forth in paragraphs (ii), (iii) and (iv) above;

(vi) the Transferor shall deliver an Opinion of Counsel with respect to the Receivables in the Additional Accounts to the Issuer and the Indenture Trustee (with a copy to each Note Rating Agency) substantially in the form of Exhibit B;

(vii) with respect to accounts in excess of the Maximum Addition Amount and with respect to Participations, the Transferor shall have satisfied the Rating Agency Condition with respect to the inclusion of such accounts as Additional Accounts pursuant to subsections 2.06(a) and 2.06(b) or the inclusion of such Participations to be included as property of the Issuer pursuant to subsections 2.06(a) and 2.06(b); and

(viii) the Transferor shall provide each Note Rating Agency 30 days’ prior notice of the inclusion of any business cards as Additional Accounts pursuant to subsection 2.06(b).

Section 2.07. Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Issuer. On or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the Receivables in the designated Removed Accounts will be reassigned by the Issuer to the Transferor, the Transferor shall give the Issuer, the Servicer, and the Indenture Trustee written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor.

(b) The Transferor shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions:

(i) the removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause an Early

-24-

Redemption Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Indenture Supplement with respect to any Series;

(ii) on or prior to the Removal Date, the Transferor shall have delivered to the Issuer for execution a written assignment in substantially the form of Exhibit D (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Transferor and the Issuer) after the Removal Date, the Transferor shall have delivered to the Issuer, the Servicer and the Indenture Trustee, the updated Account Schedule, which Account Schedule is true and complete as of the Removal Date and as of the Removal Date shall modify and amend and be made a part of this Agreement;

(iii) the Transferor shall represent and warrant that it has not used any selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders in selecting the related Removed Accounts;

(iv) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor and the Issuer shall have satisfied the Rating Agency Condition prior to the Removal Date with respect to such proposed removal; and

(v) the Transferor shall have delivered to the Issuer an Officer’s Certificate confirming the items set forth in clauses (i) through (iv) above. The Issuer may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

Upon satisfaction of the above conditions, the Issuer and the Indenture Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed Accounts shall no longer be property of the Issuer.

(c) Notwithstanding anything else in this Section 2.07 to the contrary, the Transferor may, but shall not be obligated to, designate at any time any Zero Balance Account, any future receivables of which will no longer be property of the Issuer, and direct WFBNA to remove the designation “901”, “902”, “903”, “904” or “905”, as applicable, from the Pool Portfolio Number File for such Accounts; provided, that in connection with such designation and removal, the Transferor shall have delivered (i) to each Note Rating Agency, prior to the date of such designation and removal (a “Zero Balance Account Removal Date”), an Officer’s Certificate of the Transferor to the effect that to the best knowledge of the Transferor such designation and removal shall not cause an Early Redemption Event to occur and (ii) to the Servicer, the Indenture Trustee and the Issuer, within five Business Days (or as otherwise agreed upon between the Transferor and the Issuer) after the related Zero Balance Account Removal Date, the

-25-

updated Account Schedule, which Account Schedule is true and complete as of such Zero Balance Account Removal Date. The Issuer, shall acknowledge receipt of such Account Schedule in writing, which as of the related Zero Balance Account Removal Date shall modify and amend and be made a part of this Agreement, and which shall reconvey to the Transferor, without recourse on and after the related Zero Balance Account Removal Date, all right, title and interest of the Issuer in to and under (i) the Receivables thereafter created in the related Zero Balance Accounts, (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables thereafter created and (iv) all proceeds of any of the foregoing property.

Section 2.08. Discount Option. (a) The Transferor may at any time, upon at least 30 days’ prior written notice to the Servicer, the Issuer and each Note Rating Agency, designate a date (the “Discount Option Date”) upon which a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (any such percentage, the “Discounted Percentage”), of all Principal Receivables existing in all Accounts or in any specified portion of the Accounts as Discount Option Receivables that are to be treated on and after such designation, or for the period specified, as Finance Charge Receivables. On or after a Discount Option Date, the Transferor shall also have the option of increasing, reducing, extending or withdrawing the Discounted Percentage, at any time and from time to time, without notice to or the consent of any Noteholder, provided that the Transferor shall provide prior written notice of such modification of the Discounted Percentage to the Servicer, the Issuer and each Note Rating Agency at least 30 days prior to the effectiveness of such change. The designation of a Discounted Percentage, or any increase to, reduction of, extension of, or withdrawal of such Discounted Percentage, shall not become effective on the date specified in such notice unless, on or prior to such date, the Transferor has delivered to the Issuer an Officer’s Certificate of the Transferor affirming that:

(i) the designation of Discount Option Receivables shall not, in the reasonable belief of the Transferor, cause an Early Redemption Event to occur or cause an event which with notice or the lapse of time or both would constitute an Early Redemption Event; and

(ii) on or before the date specified in the written notice, the Transferor shall have satisfied the Rating Agency Condition with respect to such designation of, or modification to, the Discounted Percentage.

The Issuer may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

(b) On and after the date of satisfaction of the above conditions, (i) the Transferor shall apply the new Discounted Percentage to all existing and newly generated Principal Receivables in the specified Accounts to which the Discounted Percentage is to be applied and (ii) in processing Collections of Principal Receivables of such Accounts, the product of the Discounted Percentage and Collections of such Principal Receivables shall be deemed “Discount Option Receivable Collections” and such Discount Option Receivable Collections shall be treated for all purposes hereunder as Collections of Finance Charge Receivables.

-26-

Section 2.09. Additional Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Transferred Collateral (as defined below) is transferred to the Issuer but shall not be waived by any of the parties to this Agreement unless the Rating Agency Condition is satisfied with respect to such waiver.

(a) This Agreement creates a valid and continuing security interest (as defined in the New York UCC) in favor of the Issuer in the Receivables described in Section 2.01 or in Section 3 of any Assignment (the “Transferred Collateral”), which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(b) The Transferred Collateral constitutes “accounts” within the meaning of the New York UCC.

(c) At the time of each transfer and assignment of Transferred Collateral to the Issuer pursuant to this Agreement or an Assignment, the Transferor owned and had good and marketable title to such Transferred Collateral free and clear of any lien, claim or encumbrance of any Person.

(d) The Transferor has caused or will have caused, within ten days of the initial execution of this Agreement and each Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Transferred Collateral granted to the Issuer pursuant to this Agreement or such Assignment.

(e) Other than the security interest granted to the Issuer pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transferred Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Transferred Collateral other than any financing statement relating to the security interest granted to the Issuer pursuant to this Agreement or an Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Section 2.10. Dispute Resolution. (a) If any Receivable is subject to repurchase pursuant to subsection 2.04(d)(i), subsection 2.04(d)(ii), or subsection 2.04(e) of this Agreement, which repurchase is not resolved in accordance with the terms of this Agreement within one hundred eighty (180) days after notice is delivered to the Transferor as specified in any such subsection, the party providing such notice or a Verified Note Owner (each, a “Requesting Party”) will have the right to refer the matter, at its discretion, to either third-party mediation (including nonbinding arbitration) or arbitration pursuant to this Section 2.10 and the Transferor is hereby deemed to consent to the selected resolution method. At the end of the 180-day period described above, the Representing Party (as defined below) may provide notice informing the Requesting Party of the status of its request or, in the absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party will provide written notice of its intention to refer the matter to mediation or arbitration to the Transferor (in such capacity, the

-27-

“Representing Party”) within thirty (30) calendar days following such one hundred eightieth (180^th) day. The Transferor agrees to participate in the resolution method selected by the Requesting Party.

(b) If the Requesting Party selects mediation as the resolution method, the following provisions will apply:

(i) The mediation will be administered by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules and Mediation Procedures in effect at the time the mediation is initiated (the “Rules”); provided, that if any of the Rules are inconsistent with the procedures for the mediation or arbitration stated in this Agreement, the procedures in such applicable document will control.

(ii) The mediator must be a Qualified Dispute Resolution Professional. Upon being supplied a list, by the AAA, of at least ten potential mediators that are each Qualified Dispute Resolution Professionals, each of the Requesting Party and the Representing Party will have the right to exercise two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible.

(iii) Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within ten (10) Business Days of the selection of the mediator and to conclude the mediation within thirty (30) days of the start of the mediation.

(iv) The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Representing Party as part of the mediation.

(v) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to subsection 2.10(d) below.

(c) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply:

(i) The arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in this Agreement, and under the auspices of the AAA and in accordance with the Rules.

(ii) If the repurchase request specified in subsection 2.10(a) involves the repurchase of an aggregate amount of Receivables of less than 5% of the total Principal Receivables held by the Issuer as of the date of such repurchase request, a single arbitrator will be used. That arbitrator must be a Qualified Dispute Resolution Professional. Upon being supplied a list of at least ten potential arbitrators that are each

-28-

Qualified Dispute Resolutions Professionals by the AAA, each of the Requesting Party and the Representing Party will have the right to exercise two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible.

(iii) If the repurchase request specified in subsection 2.10(a) involves the repurchase of an aggregate amount of Receivables equal to or in excess of 5% of the total Principal Receivables held by the Issuer as of the date of such repurchase request, a three-arbitrator panel will be used. The arbitral panel will consist of three (3) Qualified Dispute Resolution Professionals, (A) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Representing Party of its selection of arbitration, (B) one to be appointed by the Representing Party within five (5) Business Days of the Requesting Party’s appointment of an arbitrator, and (C) the third, who will preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two (2) party-appointed arbitrators fail to appoint the third within the relevant time periods, then the appointments will be made by the AAA pursuant to the Rules.

(iv) Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(v) The Requesting Party and the Representing Party each agree that it is their intention that after consulting with the parties, the arbitrator or arbitral panel, as applicable, will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within thirty (30) days after appointment of the arbitrator or arbitral panel, as applicable. The arbitrator or the arbitral panel, as applicable, will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration:

(A) Consistent with the expedited nature of arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense.

-29-

(B) At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours’ duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.

(C) Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive.

(D) All discovery shall be completed within sixty (60) days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable, will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary.

(vi) The Requesting Party and the Representing Party each agree that it is their intention that the arbitrator or the arbitral panel, as applicable, will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award punitive damages or consequential damages in any arbitration conducted. The Requesting Party and the Representing Party each agree that it is their intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitrator or the arbitral panel, as applicable, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion. The determination of the arbitrator or the arbitral panel, as applicable, must be consistent with the provisions of this Agreement, including Section 3.01 and Section 7.14, and will be in writing and counterpart copies will be promptly delivered to the parties. The determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the determination of the arbitrator or the arbitral panel, as applicable, will be final and non-appealable and may be entered in and may be enforced in, any court of competent jurisdiction.

(vii) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(viii) No Person may bring a putative or certified class action to arbitration.

-30-

(d) The following provisions will apply to both mediations and arbitrations:

(i) Any mediation or arbitration will be held in Charlotte, North Carolina.

(ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law.

(iii) The details and/or existence of any unfulfilled repurchase request specified in subsection 2.10(a) above, any informal meetings, mediations or arbitration proceedings, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration will be admissible in that particular arbitration. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. Notwithstanding anything in this Section 2.10 to the contrary, any discovery taken in connection with any arbitration pursuant to subsection 2.10(c) above will be admissible in that particular arbitration.

Section 2.11. Compliance with the FDIC Rule. (a) Each of the Transferor and the Issuer acknowledges and agrees that the purpose of this Section 2.11 is to comply with the provisions of the FDIC Rule and the FDIC Rule Interpretations.

(b) Schedule 2.11 is expressly incorporated in this Agreement. Each of the Transferor and the Issuer agrees to perform their respective obligations set forth in Schedule 2.11.

(c) In the event that WFBNA becomes the subject of an insolvency proceeding and the FDIC as receiver or conservator provides a written notice of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule to the Transferor or the Issuer, the party receiving such notice shall promptly deliver such notice to the other party.

Section 2.12. Transfer of Receivables in Defaulted Accounts to Servicer for Collection. On the date on which an Account becomes a Defaulted Account, the Issuer shall automatically and without further action or consideration be deemed to transfer, set over, and otherwise convey to the Servicer for collection, without recourse, representation or warranty, all the right, title and

-31-

interest of the Issuer in, the Receivables in such Defaulted Account and other related rights, as described in, and pursuant to the terms of Section 2.10 of the Servicing Agreement.

-32-

ARTICLE III

OTHER MATTERS RELATING TO THE TRANSFEROR

Section 3.01. Liability of the Transferor. The Transferor shall be liable in accordance herewith to the extent of the obligations specifically undertaken by the Transferor; provided, however, that to the extent the Transferor’s liabilities constitute monetary claims against the Transferor, such claims shall not constitute claims against the Transferred Assets, and shall only constitute a monetary claim against the Transferor to the extent the Transferor has funds sufficient to make payment on such liabilities from amounts paid to it as Holder of the Transferor Interest.

Section 3.02. Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(i) the company or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the limited liability company agreement of Funding, and if the Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Issuer and the Indenture Trustee, in form satisfactory to the Issuer and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder and under the Servicing Agreement or relating to transactions contemplated hereby or thereby and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 3.02 to a successor entity, Section 4.01 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer’s certificate described in subsection 3.02(a)(ii);

(ii) the Transferor shall have delivered to the Issuer an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 3.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding;

-33-

(iii) the Rating Agency Condition shall be satisfied with respect to such consolidation, merger, conveyance or transfer; and

(iv) the Transferor shall have delivered to the Issuer an Issuer Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto.

(b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph.

Section 3.03. Limitation on Liability. To the fullest extent permitted by applicable law, the directors, officers, members, employees or agents of the Transferor shall not be under any liability to the Issuer or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement; provided, however, that this provision shall not protect the officers, directors, employees, or agents of the Transferor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. To the fullest extent permitted by applicable law, the Transferor shall not be under any liability to the Issuer or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement, whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Transferor and any director, officer, employee or agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

Section 3.04. Reports to the Commission. The Issuer may, at any time and from time to time in its sole discretion, with reasonable prior notice to the Servicer, designate that the Transferor (rather than the Servicer) shall cause to be filed with the Commission any periodic report or reports in respect of the Issuer required to be filed pursuant to the provisions of Section 13(a) or 15(d) of the Exchange Act and the rules and regulations of the Commission thereunder.

Section 3.05. Investor Communication. (a) In the event the Transferor receives a request from any Person to communicate with a Note Owner, for so long as the Servicer, on behalf of the Issuer, files distribution reports on Form 10-D with the Commission pursuant to Section 2.05 of the Servicing Agreement, the Transferor shall promptly report such request to the Issuer and the Servicer and shall provide: the name of the Person making such request; the date the Transferor received such request; to the extent known, a description of the method Note Owners may use to contact the Person making such request; and copies of any documentation the Transferor receives in connection with such request that serves to verify the identity of the Person making such request as a Note Owner.

-34-

(b) For so long as the Transferor files distribution reports on Form 10-D in respect of the Issuer with the Commission pursuant to Section 3.04, with respect to any Monthly Period in which the Transferor receives a request from any Note Owner to communicate with another Note Owner with regard to the possible exercise of rights under the Indenture or any other Transaction Document, the Transferor shall include the following information in the related distribution report on Form 10-D:

(i) the name of the Note Owner making such request;

(ii) the date the Transferor received such request;

(iii) a statement to the effect that the Transferor has received a request from such Note Owner stating that it is interested in communicating with other Note Owners with regard to the possible exercise of rights under the Indenture or other Transaction Document; and

(iv) a description of the method other Note Owners may use to contact the requesting Note Owner;

provided, however, that prior to disclosing the information listed above on Form 10-D, the Transferor shall be entitled to verify the identity of such requesting Note Owner by requiring it to provide written certification that it is such a Note Owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from such Note Owner’s broker or dealer, or another similar document.

-35-

ARTICLE IV

TRANSFEROR INSOLVENCY

Section 4.01. Rights upon the Occurrence of an Insolvency Event with Respect to the Transferor. If an Insolvency Event with respect to the Transferor occurs, the Transferor shall on the day of such Insolvency Event immediately cease to transfer Principal Receivables to the Issuer and shall promptly give notice to the Issuer, the Indenture Trustee, the Servicer and each Note Rating Agency of such Insolvency Event. Notwithstanding any cessation of the transfer to the Issuer of additional Principal Receivables, Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been transferred to the Issuer shall continue to be a part of the Issuer, and Collections with respect thereto shall continue to be allocated and paid in accordance with this Agreement.

-36-

ARTICLE V

TERMINATION

Section 5.01. Termination. This Agreement and the respective obligations and responsibilities of the Issuer and the Transferor under this Agreement shall terminate on the date on which the Issuer is dissolved in accordance with Article VII of the Trust Agreement.

Section 5.02. Termination Rights of Holder of the Transferor Interest. Upon the dissolution of the Issuer pursuant to Section 7.01 of the Trust Agreement, and after payment of all amounts due hereunder on or prior to such termination and the surrender of the Transferor Interest (including the Transferor Certificate, if applicable), the Beneficiary on behalf of the Issuer shall execute a written reconveyance substantially in the form of Exhibit E pursuant to which it shall reconvey (without recourse, representation or warranty) to the Holder of the Transferor Interest (including the Transferor Certificate, if applicable), (i) all right, title and interest of the Issuer in the Receivables, (ii) whether then existing or thereafter created, all moneys due or to become due with respect to such Receivables (including all accrued interest theretofore posted as Finance Charge Receivables) and (iii) all proceeds of such Receivables and all Interchange, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. The Beneficiary, as such and on behalf of the Issuer, shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Holder of the Transferor Interest (including the Transferor Certificate, if applicable) to vest in such Holder all right, title and interest which the Issuer had in the Receivables.

-37-

ARTICLE VI

ASSET REPRESENTATIONS REVIEW

Section 6.01. Delinquency Trigger. (a) For so long as the Transferor files distribution reports on Form 10-D in respect of the Issuer with the Commission pursuant to Section 3.04, the Transferor shall disclose, to the extent it has notice thereof, the occurrence of any Delinquency Trigger and, on a monthly basis thereafter, whether any such Delinquency Trigger is or is no longer continuing, in each case in the distribution report on Form 10-D for the distribution period in which such Delinquency Trigger occurs and is or is no longer continuing, as applicable.

(b) The Transferor shall review and may adjust the Delinquency Trigger Rate upon the occurrence of any of the following events: (i) the filing of a registration statement with the Commission relating to any Notes; and (ii) a change in law or regulation (including any new or revised interpretation of an existing law or regulation or the imposition of any new or revised guideline or request from any central bank or other governmental authority) that, in the Transferor’s judgment, could reasonably be expected to have a material effect on the delinquency rate for Obligor payments on the Accounts or the manner by which delinquencies are defined or determined; provided, however, that for so long as a Delinquency Trigger has occurred and is continuing, a review of the Delinquency Trigger Rate that would otherwise be required as specified above will be delayed until the date on which the Delinquency Trigger is no longer continuing, as reported in the applicable distribution report on Form 10-D.

(c) In the case of a review of the Delinquency Trigger Rate undertaken upon the occurrence of an event described in clause (i) of subsection 6.01(b), the Transferor may increase or decrease the Delinquency Trigger Rate by any amount it reasonably determines to be appropriate based on the composition of the Receivables at the time of the review. In the case of a review undertaken upon the occurrence of any event described in clause (ii) of subsection 6.01(b), the Transferor may increase or decrease the Delinquency Trigger Rate by any amount it reasonably determines to be appropriate as a result of the related change in law or regulation. The Transferor shall provide prompt written notice to the Issuer, the Servicer, and the Indenture Trustee of the Delinquency Trigger Rate, as adjusted, which notice shall also include a description of how the adjusted Delinquency Trigger Rate was determined to be appropriate, and, for so long as the Transferor files distribution reports on Form 10-D in respect of the Issuer with the Commission pursuant to Section 3.04, shall disclose such adjusted Delinquency Trigger Rate and how it was determined to be appropriate, in the distribution report on Form 10-D for the distribution period in which the adjustment occurs.

Section 6.02. Transferor to Investigate Certain Findings of Asset Representations Reviewer. If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Transferor shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Transferor determines that such a

-38-

breach has occurred, it will provide notice of such breach to the Issuer, the Servicer and the Indenture Trustee.

-39-

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.01. Amendment. (a) The Issuer and the Transferor may modify, alter or amend this Agreement at any time and from time to time, provided that prior notice is given to each Note Rating Agency and an Issuer Tax Opinion is delivered to the Issuer and the Indenture Trustee with respect thereto, and provided further that, prior to such modification, alteration or amendment, at least one of the following conditions is satisfied with respect to all Series, Classes and Tranches of Notes Outstanding:

(i) the Issuer (x) receives an Officer’s Certificate of the Transferor to the effect that the Transferor reasonably believes that such modification, alteration or amendment will not have an Adverse Effect and (y) satisfies the Rating Agency Condition with respect to such action;

(ii) the Issuer receives consent of Noteholders evidencing more than 66 2/3% of the Outstanding Dollar Principal Amount of all affected Series, Classes or Tranches of Notes for which the conditions in subsection 7.01(a)(i) have not been satisfied; provided that it shall not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance of the proposed amendment; or

(iii) if such modification, alteration or amendment is to facilitate compliance with any change in law or regulation applicable to the Transferor, Servicer, Issuer, Indenture Trustee or the transactions described in this Agreement, the Issuer receives an Officer’s Certificate of the Transferor to the effect that the Transferor reasonably believes that such modification, alteration or amendment is required to facilitate compliance with such change in law or regulation.

(b) Any amendments regarding the addition to or removal of Receivables from the Issuer as provided in Sections 2.06 and 2.07, executed in accordance with the provisions hereof, will amend this Agreement but will not require satisfaction of the conditions specified in subsection 7.01(a) above.

Section 7.02. Protection of Right, Title and Interest. (a) The Transferor shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

-40-

(b) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof.

(c) The Transferor will give the Issuer prompt written notice of any relocation of its chief executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. The Transferor will at all times maintain its principal executive office within the United States of America.

(d) The Transferor will deliver to the Issuer and the Indenture Trustee on or before [________ __] of each year, beginning with [____], an Opinion of Counsel, substantially in the form of Exhibit C.

Section 7.03. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS ASSIGNMENT AND THE TRANSFER AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS ASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS ASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS ASSIGNMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY

-41-

HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 7.04 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) 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.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 7.03 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 2.10.

Section 7.04. Notices. All notices and other communications under this Agreement must be in writing and will be considered effective when delivered (or in the case of facsimile or electronic transmission, when received) by hand, by courier, by overnight delivery service, or by certified mail, return receipt requested and postage prepaid, or sent by facsimile or electronic transmission:

(a) in the case of the Transferor, to:

-42-

WF Card Funding, LLC

550 S. Tryon Street, Floor 10, D1086-103

Charlotte, NC 28202

Attn: Corporate Treasury – Global Funding

Phone Number: 866-263-3059

E-mail: WFCardFunding@wellsfargo.com

(b) in the case of the Issuer, to:

WF Card Issuance Trust

c/o Wilmington Trust, National Association, as owner trustee

1100 North Market Street

Wilmington, Delaware 19890-0001

Attn: Corporate Capital Markets

Phone Number: 302-636-6000

E-mail: jluce@wilmingtontrust.com

(c) in the case of the Indenture Trustee, to:

U.S. Bank National Association

One Federal Street

3^rd Floor

Boston, Massachusetts 02110

Attn: WF Card Issuance Trust

Telephone: 617-603-6888

Email: kevin.blanchard@usbank.com

(d) in the case of the Servicer, to:

Wells Fargo Bank, National Association

11625 N Community House Road, Floor 10, D1185-100

Charlotte, NC 28202

Attn: Controllers – Securities Administration & Operations

Phone Number: (980) 260-6401

E-mail: WFCITServicer@wellsfargo.com

Any of these entities may designate a different address in a written notice to the others under this Section 7.04.

Section 7.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

-43-

Section 7.06 Binding Effect; Assignability; Pledge. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as set forth in Section 3.02, the Transferor may not assign, transfer, hypothecate or otherwise convey any of its rights or obligations hereunder or interests herein without the express prior written consent of Issuer; provided, however, that any Transfer of the Transferor’s rights in the Transferor Interest shall further be subject to the terms set forth in the Trust Agreement. Any such purported assignment, transfer, hypothecation or other conveyance by the Transferor without the prior express written consent of Issuer shall be void. The Issuer may, at any time, assign or pledge any of its rights and obligations under this Agreement to any Person and any such pledgee or assignee may further pledge or assign at any time its rights and obligations under this Agreement, in each case, without the consent of the Transferor. Each of the Issuer and the Transferor acknowledges and agrees that, upon any such pledge or assignment, the pledgee or assignee thereof may enforce directly, all of the obligations of the Issuer or the Transferor hereunder, as applicable.

(b) The Transferor hereby acknowledges that the Issuer has granted a security interest in the Transferred Assets and its rights under this Agreement to the Indenture Trustee for the benefit of the Persons named in the Indenture, and hereby waives any defenses it may have against the Indenture Trustee for the enforcement of this Agreement. Accordingly, the parties hereto agree that the Indenture Trustee shall have the right to enforce this Agreement and the full performance by the parties hereto of their obligations and undertakings set forth herein. Each of the Transferor and the Issuer hereby agrees to deliver to the Indenture Trustee a copy of all notices, opinions, agreements, certificates and documents to be delivered by it hereunder.

Section 7.07. Further Assurances. The Transferor agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Issuer more fully to effect the purposes of this Agreement, including, without limitation, the authorization by the Transferor of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction and any actions or instruments to facilitate compliance with the FDIC Rule.

Section 7.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Transferor or the Issuer, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.09. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Agreement and

-44-

such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Section 7.10. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Indenture Trustee is a third-party beneficiary to this Agreement. Except as otherwise provided in this Article VII, no other Person will have any right or obligation hereunder.

Section 7.11. Rule 144A Information. For so long as any of the Notes of any Series, Class or Tranche are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each of the Transferor and the Issuer agree to cooperate with each other to provide to any Holders of such Series, Class or Tranche and to any prospective purchaser of Notes designated by such a Noteholder upon the request of such Noteholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

Section 7.12. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 7.13. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.14. Nonpetition Covenant. To the fullest extent permitted by applicable law, (i) the Transferor, by entering into this Agreement, agrees that it will not at any time acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Issuer under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer, and (ii) the Issuer, by entering into this Agreement, agrees that it will not at any time acquiesce, petition or otherwise invoke or cause the Transferor to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Transferor under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Transferor or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Transferor.

Section 7.15. Measuring the Transferor Interest for the Purposes of Regulation RR. In order to facilitate WFBNA’s compliance with Regulation RR, the Transferor shall, on each Seller’s Interest Measurement Date and on the issuance date of any Notes under the Indenture, measure the Transferor Interest in a manner consistent with the requirements of Regulation RR. If on any Seller’s Interest Measurement Date the amount of the Transferor Interest, when

-45-

measured in a manner consistent with the requirements of Regulation RR, does not satisfy the requirements of Regulation RR, WFBNA shall nevertheless be deemed to be in compliance with Regulation RR (as permitted by Regulation RR) so long as the Transferor causes the amount of the Transferor Interest to satisfy the requirements of Regulation RR on the immediately following Seller’s Interest Measurement Date. For the purpose of Regulation RR, the Transferor Interest shall constitute a “seller’s interest.”

-46-

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

WF CARD FUNDING, LLC, as Transferor
By:
	Name:
	Title:

WF CARD ISSUANCE TRUST, as Issuer
By:	WF CARD FUNDING, LLC, as Beneficiary of the Issuer, and not in its individual capacity
By:
	Name:
	Title:

[Signature Page to Transfer Agreement]

EXHIBIT A

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

ASSIGNMENT No. _____ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of ___________ ___, 20__ (this “Assignment”), by and among WF Card Funding, LLC, a Delaware limited liability company (the “Transferor”), and WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer”), pursuant to the Transfer Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Transferor and the Issuer are parties to the Transfer Agreement, dated as of [________ __, ____] (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to designate Additional Accounts of the Transferor to be included as Accounts and to convey the Receivables of such Additional Accounts, whether now existing or hereafter created, to the Issuer; and

WHEREAS, the Issuer is willing to accept such designation and conveyance subject to the terms and conditions hereof;

NOW, THEREFORE, the Transferor and the Issuer hereby agree as follows:

Section 1. Defined Terms. All terms defined in or by reference in the Transfer Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Addition Date” means, with respect to the Additional Accounts designated hereby, the close of business on ________ __, 20__.

“Addition Representation Date” means, with respect to Additional Accounts designated hereby, ________ __, 20__.³

“Notice Date” means, with respect to the Additional Accounts designated hereby, ___________ __, 20__ (which shall be a date on or prior to the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) of the Transfer Agreement and the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) of the Transfer Agreement).

Section 2. Designation of Additional Accounts. The Additional Accounts identified on Schedule 1 to this Assignment are designated as Accounts under this Assignment and the

³  The specified Addition Representation Date shall be not more than 7 Business Days prior to the Addition Date.

A-1

Transfer Agreement from and after the Addition Date. Schedule 1 is fully incorporated into this Assignment and the Transfer Agreement and supplements the Account Schedule under the Transfer Agreement from and after the Addition Date. Schedule 1 may omit the balance of the Receivable existing in each Additional Account on the Addition Date.

Section 3. Conveyance of Receivables. (a) The Transferor does hereby transfer, assign, set-over and otherwise convey to the Issuer, without recourse, all right, title and interest of the Transferor (i) the Receivables existing as of the Addition Date and arising thereafter in each Additional Account designated hereby, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property (collectively, the “Transferred Assets”).

(b) In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, a financing statement (including any amendments of financing statements and continuation statements when applicable) with respect to the Receivables existing as of the Addition Date and thereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Receivables) for the transfer of accounts as defined in the New York UCC meeting the requirements of applicable state law in such manner and such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of such Receivables to the Issuer, and to deliver a file-stamped copy of such financing statement or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Issuer on or prior to the date of this Assignment.

(c) In connection with such transfer, the Transferor further agrees, at its own expense, on or prior to the date of this Assignment to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Additional Accounts designated hereby and the related Transferred Assets have been transferred to the Issuer pursuant to this Assignment, and pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture.

(d) In connection with such transfer, the Additional Accounts shall be identified in the Pool Portfolio Number File with the designation “901”, “902”, “903”, “904” or “905”.

(e) The parties hereto intend that each transfer of Transferred Assets and other property pursuant to this Assignment constitute a sale, and not a secured borrowing, conveying good title, free and clear of any liens, claims, encumbrances or rights of others, from the Transferor to the Issuer. If, and to the extent that, notwithstanding such intent the transfer pursuant to this Assignment is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing on the Addition Date and arising after the Addition Date in each Additional Account designated hereby, (ii) all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing

A-2

property to secure payment of an obligation in the amount of the aggregate Purchase Price paid by the Issuer to the Transferor.

Section 4. Acceptance by Issuer. The Issuer hereby acknowledges its acceptance of all right, title and interest previously held by the Transferor in, to and under the Receivables existing on the Addition Date and arising after the Addition Date in each Additional Account.

Section 5. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Issuer as of the Addition Date:

(a) Legal Valid and Binding Obligation. This Assignment, assuming due authorization, execution and delivery by the other party hereto, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

(b) Eligibility of Accounts and Receivables. Each Additional Account designated hereby is, as of the Addition Representation Date, an Eligible Account and each Receivable in such Additional Account is, as of the Addition Date, an Eligible Receivable.

(c) Selection Procedures. No selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders were utilized as of the Addition Representation Date in selecting the Additional Accounts designated hereby from the available Eligible Accounts.

(d) Insolvency. The Transferor is not insolvent and, after giving effect to the conveyance set forth in Section 3 of this Assignment, will not be insolvent.

(e) Security Interest. This Assignment constitutes either (i) a valid sale to the Issuer of the Receivables in the Additional Accounts or (ii) a grant of a security interest to secure payment or performance of an obligation in favor of the Issuer in the Receivables in the Additional Accounts, and that sale or security interest is perfected under the UCC.

(f) Additional Representations and Warranties of the Transferor. The Transferor, hereby makes the following additional representations and warranties. Such representations and warranties shall survive until the termination of the Transfer Agreement. Such representations and warranties speak as of the date that the Transferred Assets are first transferred to the Issuer but shall not be waived by any of the parties to this Assignment unless the Rating Agency Condition is satisfied with respect to such waiver.

(i) This Assignment creates a valid and continuing security interest (as defined in the New York UCC) in favor of the Issuer in the Receivables described in Section 3 of this Assignment (the “Transferred Collateral”), which

A-3

security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(ii) The Transferred Collateral constitutes “accounts” within the meaning of the New York UCC.

(iii) At the time of the transfer and assignment of the Transferred Collateral to the Issuer pursuant to this Assignment, the Transferor owned and had good and marketable title to such Transferred Collateral free and clear of any lien, claim or encumbrance of any Person.

(iv) the Transferor has caused or will have caused, within ten days of the initial execution of this Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the related Transferred Collateral granted to the Issuer pursuant to this Assignment.

(v) Other than the security interest granted to the Issuer pursuant to this Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transferred Collateral. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Transferred Collateral other than any financing statement relating to the security interest granted to the Issuer pursuant to this Assignment or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

Section 6. Conditions Precedent. The acceptance by the Issuer set forth in Section 4 and the amendment of the Transfer Agreement set forth in Section 7 are subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent:

(a) Officer’s Certificate. The Transferor shall have delivered to the Issuer an Officer’s Certificate substantially in the form of Schedule 2 hereto. The Issuer may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein, and shall incur no liability in so relying.

(b) Opinion of Counsel. The Transferor shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel with respect to the Additional Accounts designated hereby substantially in the form of Exhibit B to the Transfer Agreement.

(c) Additional Information. The Transferor shall have delivered to the Issuer such information as was reasonably requested by the Issuer to satisfy itself as to the accuracy of the representation and warranty set forth in subsection 5(d) to this Assignment.

Section 7. Amendment of the Transfer Agreement. The Transfer Agreement is hereby amended to provide that all references therein to the “Transfer Agreement,” to “this Agreement”

A-4

and “herein” shall be deemed from and after the Addition Date to be a dual reference to the Transfer Agreement as supplemented by this Assignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions to the Transfer Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provisions of the Transfer Agreement. The amendment of the Transfer Agreement effected by this Assignment shall not be considered an amendment to the Transfer Agreement for the purposes of Section 7.01, and shall not require satisfaction of the conditions specified in Section 7.01.

Section 8. Counterparts. This Assignment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Assignment and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Assignment and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Section 9. GOVERNING LAW. (a) THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS ASSIGNMENT AND THE TRANSFER AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS ASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS ASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS ASSIGNMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY

A-5

HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 7.04 OF THE TRANSFER AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) 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.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 9 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 2.10 OF THE TRANSFER AGREEMENT.

A-6

IN WITNESS WHEREOF, the undersigned have caused this Assignment of Receivables in Additional Accounts to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

WF CARD FUNDING, LLC, as Transferor
By:
	Name:
	Title:

WF CARD ISSUANCE TRUST, as Issuer
By: WF CARD FUNDING, LLC, as Beneficiary of the Issuer, and not in its individual capacity
By:
	Name:
	Title:

A-7

SCHEDULE 1

TO ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

ADDITIONAL ACCOUNTS

A-8

SCHEDULE 2

TO ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

WF CARD FUNDING, LLC

WF CARD ISSUANCE TRUST

OFFICER’S CERTIFICATE

______________________, a duly authorized officer of WF Card Funding, LLC, a Delaware limited liability company (“Funding”), hereby certifies and acknowledges on behalf of Funding that to the best of such officer’s knowledge the following statements are true on ______________ __, 20__ (the “Addition Date”), and acknowledges on behalf of Funding that this Officer’s Certificate will be relied upon by WF Card Issuance Trust (the “Issuer”) in connection with the Issuer entering into Assignment No. ____ of Receivables in Additional Accounts, dated as of the Addition Date (the “Assignment”), by and among Funding and the Issuer, in connection with the Transfer Agreement, dated as of [________ __, ____] (the “Transfer Agreement”) pursuant to which Funding and the Issuer are parties. The undersigned hereby certifies and acknowledges on behalf of Funding that:

(a) On or prior to the Addition Date, Funding has delivered to the Issuer the Assignment and Funding has indicated in its books and records (including appropriate computer files) that the Receivables created in connection with the Additional Accounts designated by the Assignment and the related Transferred Assets have been transferred to the Issuer under the Assignment, and pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture and Funding has delivered to the Issuer, the Indenture Trustee, and the Servicer Schedule 1 to the Assignment containing a true and complete list of all Additional Accounts identified by cardholder account number as of the Addition Date, which Schedule 1 to the Assignment shall be, as of the date of such Assignment, incorporated into and made a part of such Assignment and the Transfer Agreement.

(b) Legal, Valid and Binding Obligation. The Assignment, assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

(c) Eligibility of Accounts. As of [________ __, ____] (the “Addition Representation Date”), each Additional Account designated hereby was an Eligible Account and, as of the Addition Date, each Receivable in such Additional Account is an Eligible Receivable.

(d) Selection Procedures. No selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders were utilized as of the Addition Representation Date in selecting the Additional Accounts designated hereby from the available Eligible Accounts.

A-9

(e) Insolvency. The Transferor is not insolvent and, after giving effect to the conveyance set forth in Section 3 of the Assignment, will not be insolvent.

(f) Security Interest. The Assignment constitutes either (i) a valid sale to the Issuer of the Receivables in the Additional Accounts or (ii) a grant of a security interest to secure payment or performance of an obligation in favor of the Issuer in the Receivables in the Additional Accounts, and that sale or security interest is perfected under the UCC.

(g) Requirements of Transfer Agreement. All requirements set forth in subsection 2.06(c) of the Transfer Agreement for designating Additional Accounts and conveying the Principal Receivables of such Accounts, whether now existing or hereafter created, have been satisfied.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Transfer Agreement.

A-10

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _________, 20__.

WF CARD FUNDING, LLC
By:
	Name:
	Title:

A-11

EXHIBIT B [TO BE REVIEWED BY COUNSEL]

FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS

PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL

TO BE DELIVERED PURSUANT TO SECTION 2.06(c)(vi)

OF THE TRANSFER AGREEMENT

The opinions set forth below may be subject to certain qualifications, assumptions, limitations and exceptions taken or made in the opinion of the Transferor’s counsel with respect to similar matters delivered on the Closing Date.

B-1

EXHIBIT C [TO BE REVIEWED BY COUNSEL]

FORM OF ANNUAL OPINION OF COUNSEL

The opinions set forth below, which are to be delivered pursuant to subsection 7.02(d) of the Transfer Agreement, may be subject to certain qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Transferor with respect to similar matters delivered on the Closing Date.

[1. The security interest of the Issuer in the rights of the Transferor in the Receivables identified in the Account Schedule delivered pursuant to the Transfer Agreement and the identifiable proceeds thereof (the “Collateral”) is perfected in that portion of the Collateral as to which a security interest can be perfected by filing a financing statement in the Office of the Secretary of State of the State of Delaware (the “State Office”) under the Delaware UCC as of the date hereof.

2. The Delaware UCC search obtained from the State Office with respect to filings with the State Office through [DATE] (the “Effective Time”) (i) identifies the Financing Statement as a presently effective financing statement filed in the State Office as of the Effective Time, and (ii) does not identify any other presently effective financing statement that covers the Collateral.]

C-1

EXHIBIT D

FORM OF REASSIGNMENT OF RECEIVABLES

REASSIGNMENT NO. _____ OF RECEIVABLES, dated as of _________ ___, _____ (this “Reassignment”), by and among WF Card Funding, LLC, a Delaware limited liability company (the “Transferor”), and WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”) pursuant to the Transfer Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Transferor, the Issuer, and the Indenture Trustee are parties to the Transfer Agreement, dated as of [________ __, ____] (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to remove from the Issuer all Receivables from the Removed Accounts (as herein defined) and to cause the Issuer to reconvey the Receivables of such Removed Accounts, whether now existing or hereafter created, to the Transferor; and

WHEREAS, the Issuer is willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof;

NOW, THEREFORE, the Transferor and the Issuer hereby agree as follows:

Section 1. Defined Terms. All terms defined in the Transfer Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Removal Date” means, with respect to the Removed Accounts designated hereby, ________ __, 20__.

“Removal Notice Date” means, with respect to the Removed Accounts designated hereby, ________ __, 20__ (which shall be a date on or prior to the fifth Business Day prior to the Removal Date).

“Removed Accounts” means the Removed Accounts, as defined in the Transfer Agreement, that are designated hereby and listed on Schedule 1 attached hereto.

Section 2. Designation of Removed Accounts. The Transferor shall deliver to the Issuer, the Servicer and the Indenture Trustee, not later than five Business Days after the Removal Date, a computer file containing a true and complete list of all Removed Accounts designated hereby, such Removed Accounts being identified by account number and by the aggregate amount of Receivables in such Removed Accounts as of the close of business on the Removal Date. Such list shall be marked as Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment and the Transfer Agreement as of the

D-1

Removal Date and shall supplement Schedule 1 to the Transfer Agreement and each other schedule of Accounts heretofore delivered by the Transferor to the Issuer.

Section 3. Conveyance of Receivables. (a) The Issuer does hereby reconvey to the Transferor, without recourse on and after the Removal Date, all right, title and interest of the Issuer in, to and under, and the Issuer does hereby release its lien on and security interest in (i) the Receivables existing on the Removal Date and arising after the Removal Date in each Removed Account designated hereby, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property.

(b) In connection with such transfer, the Issuer agrees to authorize, execute and/or deliver to the Transferor on or prior to the date of this Reassignment, a termination statement with respect to the Receivables now existing and hereafter created in the Removed Accounts designated hereby (which may be a single termination statement with respect to all such Receivables) evidencing the release by the Issuer of its Lien on the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such Lien.

Section 4. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Issuer as of the Removal Date:

(a) Legal, Valid and Binding Obligation. This Reassignment, assuming the due authorization, execution and delivery by the other party hereto, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

(b) Selection Procedures. No selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the Removed Accounts designated hereby.

Section 5. Conditions Precedent. The amendment of the Transfer Agreement set forth in Section 6 hereof is subject to the satisfaction, on or prior to the Removal Date, of the following condition precedent:

The Transferor shall have delivered to the Issuer an Officer’s Certificate substantially in the form of Schedule 1 hereto. The Issuer may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein, and shall incur no liability in so relying.

Section 6. Amendment of the Transfer Agreement. The Transfer Agreement is hereby amended to provide that all references therein to the “Transfer Agreement,” to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Transfer Agreement as supplemented by this Reassignment. Except as expressly amended

D-2

hereby, all of the representations, warranties, terms, covenants and conditions to the Transfer Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to non-compliance with any term or provision of the Transfer Agreement. The amendment of the Transfer Agreement effected by this Reassignment shall not be considered an amendment to the Transfer Agreement for the purposes of Section 7.01 of the Transfer Agreement, and shall not require satisfaction of the conditions specified in Section 7.01 of the Transfer Agreement.

Section 7. Counterparts. This Reassignment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Reassignment and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Reassignment and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Section 8. GOVERNING LAW. (a) THIS REASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS REASSIGNMENT AND THE TRANSFER AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS REASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS REASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS REASSIGNMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY

D-3

HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 7.04 OF THE TRANSFER AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) 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.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS REASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 8 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 2.10 OF THE TRANSFER AGREEMENT.

D-4

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

WF CARD FUNDING, LLC, as Transferor
By:
	Name:
	Title:

WF CARD ISSUANCE TRUST, as Issuer
By: WF CARD FUNDING, LLC, as Beneficiary of the Issuer, and not in its individual capacity
By:
	Name:
	Title:

D-5

SCHEDULE 1

TO REASSIGNMENT OF RECEIVABLES REMOVED ACCOUNTS

WF CARD FUNDING, LLC

WF CARD ISSUANCE TRUST

OFFICER’S CERTIFICATE

______________________, a duly authorized officer of WF Card Funding, LLC, a Delaware limited liability company (“Funding”), hereby certifies and acknowledges on behalf of Funding that to the best of such officer’s knowledge the following statements are true on ______________ __, 20__ (the “Removal Date”), and acknowledges on behalf of Funding that this Officer’s Certificate will be relied upon by WF Card Issuance Trust (the “Issuer”) in connection with the Issuer entering into Reassignment No. ____ of Receivables, dated as of the Removal Date (the “Reassignment”), by and among Funding and the Issuer, in connection with the Transfer Agreement, dated as of [________ __, ____] (the “Transfer Agreement”) pursuant to which Funding and the Issuer are parties. The undersigned hereby certifies and acknowledges on behalf of Funding that:

(a) The removal of any Receivables of any Removed Accounts (as defined in the Reassignment) shall not, in the reasonable belief of Funding, (i) cause an Early Redemption Event to occur; provided, however, that for the purposes of this clause (a), the Receivables of each Removed Account have been considered to be removed as of the Removal Date, (ii) cause the Transferor Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Transferor Interest on such Removal Date, (iii) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (iv) result in the failure to make any payment specified in the related Indenture Supplement with respect to any Series.

(b) On or prior to the Removal Date, Funding has delivered to the Issuer the Reassignment and within five Business Days (or as otherwise agreed upon between the Issuer and the Transferor) after the Removal Date, Funding shall deliver to the Issuer, the Indenture Trustee, and the Servicer an updated Account Schedule, which updated Account Schedule is true and complete as of the Removal Date and, which Account Schedule shall be true and complete as of the Removal Date and as of the Removal Date shall modify and amend and be made a party of the Transfer Agreement.

(c) Funding has not used any selection procedures believed by Funding to be materially adverse to the interests of the Noteholders in selecting the Removed Accounts.

(d) Each Note Rating Agency received notice, on or before the tenth Business Day prior to the Removal Date, of the Reassignment of the Receivables of such Accounts and Funding and the Rating Agency Condition is satisfied with respect to such proposed removal prior to the Removal Date.

D-6

(e) The Reassignment, assuming the due authorization, execution and delivery by the other party and thereto, constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.

(f) All requirements set forth in Section 2.07(b) of the Transfer Agreement for designating Removed Accounts, have been satisfied.

(g) Each of the representations and warranties made in the Reassignment is true and correct as of the Removal Date.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Transfer Agreement.

D-7

EXHIBIT E

FORM OF RECONVEYANCE OF RECEIVABLES

RECONVEYANCE NO. [____]-[__] OF RECEIVABLES, dated as of ___________ ___, ____ (this “Reconveyance”), by and among WF CARD FUNDING, LLC, a Delaware limited liability company (the “Transferor”), and WF CARD ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”) pursuant to the Transfer Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Transferor and the Issuer are parties to the Transfer Agreement dated as of [________ __, ____] (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Transfer Agreement”);

WHEREAS, pursuant to the Transfer Agreement, the Transferor wishes to cause the Issuer to reconvey all of the Receivables and proceeds thereof, whether now existing or hereafter created, from the Issuer to the Transferor upon termination of the Issuer pursuant to Article VII of the Trust Agreement (as each such term is defined in the Transfer Agreement);

WHEREAS, the Issuer is willing to reconvey Receivables subject to the terms and conditions hereof;

NOW, THEREFORE, the Transferor and the Issuer hereby agree as follows:

Section 1. Defined Terms. All terms defined in the Transfer Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“Reconveyance Date” means __________ __, 20__.

Section 2. Return of Lists of Accounts. The Issuer shall deliver to the Transferor, not later than three Business Days after the Reconveyance Date, each and every computer file of Accounts delivered to the Issuer pursuant to the terms of the Transfer Agreement.

Section 3. Conveyance of Receivables. (a) The Issuer does hereby reconvey to the Transferor, without recourse, on and after the Reconveyance Date, all right, title and interest of the Issuer in, to and under (i) each and every Receivable now existing and hereafter created in the Accounts, (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iv) all Interchange, Insurance Proceeds, and Recoveries allocable thereto, (v) all Collections allocable thereto and (vi) all proceeds of any of the foregoing property.

(b) In connection with such transfer, the Issuer agrees to authorize and deliver to the Transferor on or prior to the date of this Reconveyance, such UCC termination statements as the

E-1

Transferor may reasonably request, evidencing the release by the Issuer of its lien on the Receivables.

Section 4. Counterparts. This Reconveyance may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Reconveyance and each other document delivered in accordance with, or pursuant to the terms hereof, shall be effective as delivery of an original executed counterpart of this Reconveyance and such other document. Any party hereto may also require that any such documents and signatures delivered by facsimile or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic transmission.

Section 5. GOVERNING LAW. (a) THIS RECONVEYANCE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS RECONVEYANCE AND THE TRANSFER AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO, AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES, HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS RECONVEYANCE T OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS RECONVEYANCE; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER, THAT NOTHING IN THIS RECONVEYANCE SHALL BE DEEMED OR OPERATE TO PRECLUDE FUNDING FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE RECEIVABLES OR TO ENFORCE A JUDGEMENT OR OTHER COURT ORDER IN FAVOR OF FUNDING. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION

OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION

E-2

OR SUIT 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 7.04 OF THE TRANSFER AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) 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.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO AND THE NOTEHOLDERS BY ACCEPTING THEIR INTEREST IN THE NOTES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS RECONVEYANCE OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION 5 SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 2.10 OF THE TRANSFER AGREEMENT.

E-3

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

WF CARD FUNDING, LLC, as Transferor
By:
	Name:
	Title:

WF CARD ISSUANCE TRUST, as Issuer
By: WF CARD FUNDING, LLC, as Beneficiary of the Issuer, and not in its individual capacity
By:
	Name:
	Title:

E-4

SCHEDULE 1

LIST OF ACCOUNTS

DELIVERED TO TRUSTEE ONLY

[DEEMED INCORPORATED]

Sch. 1

SCHEDULE 2.11

REQUIREMENTS OF FDIC RULE

As required by the FDIC Rule:

(a) As used in this Schedule, references to (i) “sponsor” means WFBNA, (ii) “issuing entity” means, collectively, the Transferor, the Issuer and each other transferee of the Transferred Assets that is an “issuing entity” as defined in the FDIC Rule, (iii) “servicer” means the Servicer and each other “servicer” of the financial assets within the meaning of the FDIC Rule, (iv) “obligations” or “securitization obligations” means the notes issued by the Issuer pursuant to the Indenture, and (v) “financial assets” and “securitized financial assets” means the Transferred Assets.

(b) The issuing entity shall make available to investors, information describing the financial assets, obligations, capital structure, compensation of relevant parties, and relevant historical performance data set forth below:

(i) On or prior to issuance of obligations and at the time of delivery of any periodic distribution report and, in any event, at least once per calendar quarter, while obligations are outstanding, information about the obligations and the securitized financial assets shall be disclosed to all potential investors at the financial asset or pool level, as appropriate for the financial assets, and security-level to enable evaluation and analysis of the credit risk and performance of the obligations and financial assets. Such information and its disclosure, at a minimum, shall comply with the requirements of Regulation AB or any successor disclosure requirements for public issuances, even if the obligations are issued in a private placement or are not otherwise required to be registered; provided that information that is unknown or not available to the sponsor or the issuing entity after reasonable investigation may be omitted if the issuing entity includes a statement in the offering documents disclosing that the specific information is otherwise unavailable;

(ii) On or prior to issuance of obligations, the structure of the securitization and the credit and payment performance of the obligations shall be disclosed, including the capital or tranche structure, the priority of payments and specific subordination features; representations and warranties made with respect to the financial assets, the remedies for and the time permitted for cure of any breach of representations and warranties, including the repurchase of financial assets, if applicable; liquidity facilities and any credit enhancements permitted by the FDIC Rule, any waterfall triggers or priority of payment reversal features; and policies governing delinquencies, servicer advances, loss mitigation, and write-offs of financial assets;

(iii) While obligations are outstanding, the issuing entity shall provide to investors information with respect to the credit performance of the obligations and the financial assets, including periodic and cumulative financial asset performance data, delinquency and modification data for the financial assets, substitutions and removal of financial assets, servicer

Sch. 2.11-1

advances, as well as losses that were allocated to such tranche and remaining balance of financial assets supporting such tranche, if applicable, and the percentage of each tranche in relation to the securitization as a whole; and

(iv) The nature and amount of compensation paid to the originator, sponsor, rating agency or third-party advisor, any mortgage or other broker, and the servicer(s), and the extent to which any risk of loss on the underlying assets is retained by any of them for such securitization shall be disclosed. The issuing entity shall provide to investors while any obligations are outstanding any changes to such information and the amount and nature of payments of any deferred compensation or similar arrangements to any of the parties.

Sch. 2.11-2

EX-4.6

EXHIBIT 4.6

EXECUTION VERSION

TRUST AGREEMENT

OF

WF CARD ISSUANCE TRUST

THIS TRUST AGREEMENT is made as of February 24, 2020 (this “Trust Agreement”), by and between WF Card Funding, LLC (the “Depositor”) and Wilmington Trust, National Association, as Delaware trustee (the “Trustee”). The Depositor and the Trustee hereby agree as follows:

1. The trust created hereby shall be known as “WF Card Issuance Trust” (the “Trust”), in which name the Trustee or the Depositor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. The purpose of the Trust is, and the Trust, and the Depositor on behalf of the Trust, shall have power and authority, to engage in and carry out any lawful business, purpose, or activity for which a statutory trust may be formed under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Statutory Trust Act”). The Trust may, and shall have power and authority to, and the Depositor on behalf of the Trust may, and shall have power and authority to, take any and all further actions as may be necessary, appropriate, proper, advisable, incidental, or convenient to, or in furtherance of, the foregoing purposes.

2. The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of one dollar ($1.00). Such amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under the Statutory Trust Act, and that this document constitute the governing instrument of the Trust. The Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State substantially in the form of Exhibit A attached hereto.

3. The Depositor and the Trustee will, and the Trustee is hereby authorized and empowered to, enter into an amended and restated trust agreement satisfactory to each such party to provide for the contemplated operation of the Trust created hereby. Prior to the execution and delivery of such amended and restated trust agreement, (i) the Trustee shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law and (ii) the Depositor shall take or cause to be taken such actions as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise and the business and affairs of the Trust shall be managed exclusively by or under the direction of the Depositor. Notwithstanding the foregoing, the Trustee is authorized to take all actions which it is instructed to take by the Depositor pursuant to paragraph 5 below. The Trustee shall not be liable for the debts, obligations or liabilities of the Trust or for the acts or omissions of the Depositor or any person authorized by the Depositor or acting on behalf of the Depositor. The Trustee shall not have any duty or obligation under or in connection with this Trust Agreement or any document contemplated hereby, except as expressly provided by the terms of this Trust Agreement, and no implied duties or obligations shall be read into this Trust Agreement or any other document against the Trustee. The right of the Trustee to perform any discretionary act enumerated herein shall not be construed as a duty. The Trustee shall have no duty or liability to monitor or supervise the Depositor.

4. The Trust has full power, authority and authorization, and is hereby authorized, and the Depositor is hereby authorized, in its sole discretion on behalf of the Trust, from time to time, to prepare, accept, execute and deliver, or cause to be prepared, accepted, executed and delivered, any and all agreements, documents, certificates, papers, instruments and other writings as the Depositor deems desirable in connection with any of the foregoing.

5. The Trustee is authorized to take such action or refrain from taking such action under this Trust Agreement as it may be directed in writing by the Depositor from time to time; provided, however, that the Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve the Trustee in personal liability or is contrary to the terms of this Trust Agreement or of any document contemplated hereby to which the Trust or the Trustee is a party or is otherwise contrary to law. If at any time the Trustee determines that it requires or desires guidance regarding the application of any provision of this Trust Agreement or any other document, or regarding compliance with any direction it receives hereunder, then the Trustee may deliver a notice to the Depositor requesting written instructions as to the course of action desired by the Depositor, and such instructions shall constitute full and complete authorization and protection for actions taken and other performance by the Trustee in reliance thereon. Until the Trustee has received such instructions after delivering such notice, it may refrain from taking any action with respect to the matters described in such notice.

6. The number of trustees of the Trust initially shall be one and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise satisfies the requirements of applicable law. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty (30) days’ prior notice to the Depositor. If no successor has been appointed within such thirty day period, the Trustee may, at the expense of the Trust, petition a court of competent jurisdiction to appoint a successor trustee.

7. The Depositor hereby agrees to (i) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts); (ii) indemnify, defend and hold harmless the Trustee (including in its individual capacity) and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for Expenses to the extent such Expenses result from the willful misconduct, bad faith or gross negligence of such Indemnified Person; and (iii) advance

to each such Indemnified Person Expenses (including reasonable fees and expenses of counsel) incurred by such Indemnified Person, in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Depositor of an undertaking, by or on behalf of such Indemnified Person, to repay such amount if a court of competent jurisdiction renders a final, nonappealable judgment that includes a specific finding of fact that such Indemnified Person is not entitled to be indemnified therefor under this paragraph 7. The obligations of the Depositor under this paragraph 7 shall survive the resignation or removal of the Trustee and shall survive the dissolution and termination of the Trust.

8. The Trust may be dissolved and terminated at the election of the Depositor prior to the execution and delivery of the amended and restated trust agreement referred to in paragraph 3 above, and upon written confirmation from the Depositor that the winding up of the Trust has been completed in accordance with this Trust Agreement and the Statutory Trust Act, the Trustee is authorized and empowered to execute and file a certificate of cancellation of the Trust as required by the Statutory Trust Act.

9. The Trust Agreement may be amended at any time by an agreement in writing signed by the Trustee and the Depositor. Any such amendment hereto shall be effective immediately upon such execution or adoption.

10. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (with regard to conflict of laws principles).

11. This Trust Agreement may be executed in one or more counterparts.

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

WF CARD FUNDING, LLC, as Depositor
By:	/s/ Jennifer Madara
Name:	Jennifer Madara
Title:	Senior Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION     as Trustee
By:	/s/ Dorri Costello
Name:	Dorri Costello
Title:	Vice President

[Signature Page to Trust Agreement (WF Card Issuance Trust)]

EXHIBIT A

FORM OF CERTIFICATE OF TRUST

WF CARD ISSUANCE TRUST

This Certificate of Trust of WF Card Issuance Trust (the “Trust”), is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.) (the “Act”).

(a) Name. The name of the statutory trust formed by this Certificate of Trust is WF Card Issuance Trust.

(b) Delaware Trustee. The name and business address of a trustee of the Trust having its principal place of business in the State of Delaware is WILMINGTON TRUST, NATIONAL ASSOCIATION, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Capital Markets.

This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee of the Trust.

By:

Name:

Title:

EX-4.8

Exhibit 4.8

FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT

WF CARD FUNDING, LLC,

as Transferor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Servicer and in its individual capacity

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

WF CARD ISSUANCE TRUST

Dated as of [________ __, ____]

TABLE OF CONTENTS

SECTION	HEADING	PAGE
ARTICLE I.	DEFINITIONS		1
Section 1.01.	Definitions		1
Section 1.02.	Additional Definitions		1
ARTICLE II.	ENGAGEMENT; ACCEPTANCE		5
Section 2.01.	Engagement; Acceptance		5
Section 2.02.	Independence of the Asset Representations Reviewer		5
ARTICLE III.	DUTIES OF THE ASSET REPRESENTATIONS REVIEWER		5
Section 3.01.	Review Scope		5
Section 3.02.	Review Notices		6
Section 3.03.	Review Materials		6
Section 3.04.	Missing or Incomplete Materials		6
Section 3.05.	The Asset Representations Review		7
Section 3.06.	Review Period		7
Section 3.07.	Completion of Review for Certain Review Receivables		7
Section 3.08.	Duplicative Test		7
Section 3.09.	Termination of Review		7
Section 3.10.	Review Report		8
Section 3.11.	Review and Procedure Limitations		8
Section 3.12.	Review Systems		9
Section 3.13.	Representatives		9
Section 3.14.	Dispute Resolution		9
Section 3.15.	Records Retention		9
ARTICLE IV.	PAYMENTS TO ASSET REPRESENTATIONS REVIEWER		10
Section 4.01.	Asset Representations Reviewer Fees		10
Section 4.02.	Reimbursable Expenses		10
ARTICLE V.	OTHER MATTERS PERTAINING TO THE ASSET REPRESENTATIONS REVIEWER		10
Section 5.01.	Representations and Warranties of the Asset Representations Reviewer		10
Section 5.02.	Limitation of Liability		11
Section 5.03.	Indemnification of Asset Representations Reviewer		12
Section 5.04.	Indemnification by Asset Representations Reviewer		12
Section 5.05.	Covenants		13
Section 5.06.	Inspections of Asset Representations Reviewer		13
ARTICLE VI.	REMOVAL, RESIGNATION		14

-i-

Section 6.01.	Removal of Asset Representations Reviewer	14
Section 6.02.	Appointment of Successor	14
Section 6.03.	Merger or Consolidation of, or Assumption of the Obligations of, the Asset Representations Reviewer	15
Section 6.04.	Asset Representations Reviewer Not to Resign	15
Section 6.05.	Delegation of Obligations	16
ARTICLE VII.	TREATMENT OF CONFIDENTIAL INFORMATION	16
Section 7.01.	Confidential Information	16
Section 7.02.	Safeguarding Personally Identifiable Information	18
ARTICLE VIII.	TERMINATION	20
Section 8.01.	Termination of Agreement	20
ARTICLE IX.	MISCELLANEOUS PROVISIONS	20
Section 9.01.	Amendment	20
Section 9.02.	Notices	21
Section 9.03.	Entire Agreement; Severability Clause	23
Section 9.04.	Counterparts	23
Section 9.05.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	23
Section 9.06.	Relationship of the Parties	24
Section 9.07.	Captions	24
Section 9.08.	Waivers	24
Section 9.09.	Assignment	24
Section 9.10.	Benefit of This Agreement; Third-Party Beneficiaries	25
Section 9.11.	Exhibits	25
Section 9.12.	Nonpetition Covenant	25

EXHIBITS

Exhibit A

-ii-

ASSET REPRESENTATIONS REVIEW AGREEMENT

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [_] day of [_________, ____], by and among WF CARD FUNDING, LLC, a Delaware limited liability company (together with its successors and assigns, “Funding”), as Transferor (the “Transferor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its individual capacity (together with its successors and assigns, “WFBNA”), and as Servicer (the “Servicer”), and Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

WHEREAS, in the normal course of its business WFBNA originates and acquires credit card accounts and receivables in such credit card accounts.

WHEREAS, WFBNA sells the receivables (the “Receivables”) arising in a subset of the credit card accounts (such subset, the “Accounts”) that it owns to Funding, pursuant to a Receivables Purchase Agreement, dated as of [________ __, ____], between WFBNA and Funding (such agreement as it may in the future be amended, supplemented or otherwise modified, the “Receivables Purchase Agreement”).

WHEREAS, Funding securitizes the Receivables that it buys from WFBNA by selling the Receivables to WF Card Issuance Trust (the “Note Issuer”) pursuant to the Transfer Agreement, dated as of [________ __, ____], between Funding and the Note Issuer (that agreement, as it may be amended, supplemented or otherwise modified, the “Transfer Agreement”). The Note Issuer is a Delaware statutory trust and will issue notes from time to time (the “Notes”).

WHEREAS, the Servicer has determined to engage the Asset Representations Reviewer to perform reviews of certain Receivables and, to the extent necessary to such reviews, the related Accounts for compliance with certain representations and warranties made by WFBNA and Funding, as applicable, about the Receivables.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Capitalized terms used but not defined in this Agreement have the meanings ascribed to those terms in (i) the Receivables Purchase Agreement, (ii) the Transfer Agreement, or (iii) the Indenture, as applicable.

Section 1.02. Additional Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“ABS Issuance Date” means any date, following the date of this Agreement, on which any Note is issued by the Note Issuer.

“Accounts” has the meaning specified in the recitals of this Agreement.

“Agreement” has the meaning specified in the first paragraph of this Agreement.

“Annual Fee” has the meaning stated in Section 4.01.

“ARR Indemnified Person” has the meaning stated in Section 5.03.

“Asset Representations Reviewer” has the meaning specified in the first paragraph of this Agreement.

“Business Day” shall have the meaning specified in the Indenture.

“Client Records” has the meaning stated in Section 3.15.

“Confidential Information” has the meaning stated in Section 7.01(a).

“Debtor Relief Laws” shall have the meaning specified in the Transfer Agreement.

“Disclosing Party” has the meaning stated in Section 7.01(a).

“Dispute Resolution Proceeding” means any proceeding under Section 2.10 of the Transfer Agreement or Section 6.03 of the Receivables Purchase Agreement.

“Disqualification Event” has the meaning stated in Section 6.01(a).

“Eligible Asset Representations Reviewer” means a Person who (i) is not affiliated with WFBNA, the Transferor, the Servicer, the Indenture Trustee, the Owner Trustee, or any of their respective affiliates, and (ii) was not engaged, nor affiliated with a Person that was engaged, by WFBNA, the Transferor, or any underwriter of the Notes to perform due diligence work on the Receivables or the Accounts in connection with the closing for an issuance of such Notes.

“Eligible Representations” shall mean those representations identified within the “Tests” included in Exhibit A.

“Engagement Date” means [________ __, ____].

“Final Review Report” has the meaning stated in Section 3.10.

“Funding” has the meaning specified in the first paragraph of this Agreement.

“Governmental Authority” shall have the meaning specified in the Indenture.

-2-

“Indenture” means the Indenture, dated as of [________ __, ____], among the Note Issuer, WFBNA, as Paying Agent and Note Registrar, and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Indenture Trustee” means U.S. Bank National Association, as indenture trustee under the Indenture.

“Insolvency Event” means the Asset Representations Reviewer shall consent to the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Asset Representations Reviewer or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, trustee or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer; or the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

“Note Issuer” has the meaning specified in the recitals of this Agreement.

“Notes” has the meaning specified in the recitals of this Agreement.

“Obligor” has the meaning specified in the Indenture.

“Personally Identifiable Information,” or “PII,” has the meaning stated in Section 7.02(a).

“Preliminary Review Report” has the meaning stated in Section 3.10.

“Receivables” has the meaning specified in the recitals of this Agreement.

“Receivables Purchase Agreement” has the meaning specified in the recitals of this Agreement.

“Receiving Party” has the meaning stated in Section 7.01(a).

“Representatives” has the meaning stated in Section 7.01(a).

“Representing Party” has the meaning specified in the Transfer Agreement or the Receivables Purchase Agreement, as applicable.

“Requesting Party” has the meaning specified in the Transfer Agreement or the Receivables Purchase Agreement, as applicable.

-3-

“Review” means the performance by the Asset Representations Reviewer of the procedures listed under “Tests” in Exhibit A for the Review Receivables and Review Accounts, as further described in Article III.

“Review Accounts” means those Accounts identified by the Servicer as requiring a Review by the Asset Representations Reviewer following receipt of a Review Notice pursuant to Section 3.02.

“Review Fee” has the meaning stated in Section 4.01(b).

“Review Materials” means, for a Review, the documents, data, and other information listed in Exhibit A.

“Review Notice” has the meaning stated in Section 3.02.

“Review Receivables” means those Receivables identified by the Servicer as requiring a Review by the Asset Representations Reviewer following receipt of a Review Notice pursuant to Section 3.02.

“Review Report” means each of the Preliminary Review Report and the Final Review Report.

“Servicer” has the meaning specified in the first paragraph of this Agreement.

“Supplemental Review Materials” has the meaning stated in Section 3.10.

“Tests” mean the procedures listed in Exhibit A as applied to the process described in Section 3.05.

“Test Complete” has the meaning stated in Section 3.07.

“Test Fail” has the meaning stated in Section 3.05.

“Test Incomplete” has the meaning stated in Section 3.04.

“Test Pass” has the meaning stated in Section 3.05.

“Transfer Agreement” has the meaning specified in the recitals of this Agreement.

“Transferor” has the meaning specified in the first paragraph of this Agreement.

“WF Indemnified Person” has the meaning stated in Section 5.04.

“WFBNA” has the meaning specified in the first paragraph of this Agreement

-4-

ARTICLE II.

ENGAGEMENT; ACCEPTANCE

Section 2.01. Engagement; Acceptance. The Servicer engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer. The Asset Representations Reviewer accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

Section 2.02. Independence of the Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Transferor, WFBNA or the Servicer for the manner in which it accomplishes the performance of its obligations under this Agreement. The Asset Representations Reviewer will have no authority to act for or represent the Transferor or the Servicer and is not being appointed as, and will not be considered, an agent of the Transferor, WFBNA or the Servicer. Nothing in this Agreement will make the Asset Representations Reviewer and any of the Transferor, WFBNA or the Servicer, members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

ARTICLE III.

DUTIES OF THE ASSET REPRESENTATIONS REVIEWER

Section 3.01. Review Scope. The Review is designed to determine whether the Review Receivables and Review Accounts were not in compliance with the Eligible Representations.

The Review is not designed to determine any of the following:

(a) Reason for delinquency;

(b) Creditworthiness of the Obligor, either at the time of the Review or as of the Review Receivable or Review Account creation date;

(c) Overall quality of any Review Receivable or Review Account;

(d) Whether the Servicer has serviced any Review Receivable or Review Account in compliance with the Servicing Agreement;

(e) Whether noncompliance with the representations or warranties constitutes a breach of the provisions of the Transfer Agreement or the Receivables Purchase Agreement;

(f) Whether the Review Receivables or Review Accounts were in compliance with the representations and warranties set forth in the Receivables Purchase Agreement or the Transfer Agreement, except as expressly described in this Agreement; or

-5-

(g) To establish cause, materiality or recourse for any Test Fail.

Section 3.02. Review Notices. Upon receipt of a notice (a “Review Notice”) from the Servicer pursuant to the terms of the Servicing Agreement and upon obtaining access to any Review Materials as provided in Section 3.03, the Asset Representations Reviewer will start its Review. Once the Review Notice is issued, the Servicer will deliver a current list that identifies each Review Account and the balance of the Review Receivables to the Asset Representations Reviewer within twenty (20) days.

The Asset Representations Reviewer is not obligated to verify (i) whether the Servicer properly determined that a Review Notice was required or (ii) the accuracy or completeness of the list of Review Accounts or the balance of the Review Receivables made available by the Servicer.

Section 3.03. Review Materials. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Review Receivables and Review Accounts within sixty (60) days after issuance of the Review Notice in one or more of the following ways: (i) by providing access to the Servicer’s receivables systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer where the documents relating to the Receivables and the related Accounts are located or (iv) in another manner agreed to by each of the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials for the Review.

If the Servicer provides access to the Review Materials at one of its offices, such access will be afforded without charge but only (i) upon reasonable notice, (ii) during normal business hours, (iii) subject to the Servicer’s normal security and confidentiality procedures and (iv) at offices designated by the Servicer.

Section 3.04. Missing or Incomplete Materials. Upon obtaining access to the Review Materials, the Asset Representations Reviewer will review the Review Materials to determine if any documents, data, or other information are missing or incomplete and, as a result, are insufficient for the Asset Representations Reviewer to perform any Test. If the Asset Representations Reviewer determines that there are any such missing or incomplete documents, data, or other information, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no more than twenty (20) days after obtaining access to the Review Materials, specifying what information is missing or incomplete. The Servicer will have thirty (30) days to provide the Asset Representations Reviewer access to the missing or incomplete documents, data or other information. If access to the missing or incomplete documents, data, or other information has not been provided by the Servicer within thirty (30) days from the date that the Asset Representations Reviewer gave notice of such documents, data, or other information’s absence or incompleteness, the Asset Representations Reviewer will identify the associated Tests as “Test Incomplete.”

-6-

Section 3.05. The Asset Representations Review. When required under the terms of this Agreement, the Asset Representations Reviewer will perform a Review. In the course of a Review, the Asset Representations Reviewer will use the Review Materials provided or made available by the Servicer pursuant to Sections 3.03 and 3.04, as well as any Supplemental Review Materials provided or made available pursuant to Section 3.10. For each Test, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

Section 3.06. Review Period. (a) The Asset Representations Reviewer will complete the Review within ninety (90) days of receiving access to substantially all of the Review Materials as provided in Section 3.03, or such longer period of time (not to exceed an additional thirty (30) days) as the parties to this Agreement may agree. If additional Review Materials are made available to the Asset Representations Reviewer as described in Section 3.04, the Review period will be extended for an additional thirty (30) days beyond the period determined in accordance with the preceding sentence.

(b) If Supplemental Review Materials are made available to the Asset Representations Reviewer as described in Section 3.10, the Review period will be re-opened and the Asset Representations Reviewer will complete the Review on the basis of such Supplemental Review Materials within thirty (30) days of receiving access to those Supplemental Review Materials, or such longer period of time (not to exceed an additional fifteen (15) days) as the parties to this Agreement may agree.

Section 3.07. Completion of Review for Certain Review Receivables. Following the delivery of the list of Review Accounts and the balance of the Review Receivables, and before the delivery of any Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if the Review Receivables with respect to any Review Account have been paid in full by the related Obligor or purchased by the Servicer or Transferor according to the applicable Transaction Document. Upon receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of such Review Receivables and related Review Accounts and the Review of such Review Receivables and related Review Accounts will be considered complete (a “Test Complete”). In this case, each Review Report will indicate a Test Complete for such Review Receivables and related Review Accounts and the related reason.

Section 3.08. Duplicative Test. If any Review Receivable or Review Account was included in a prior Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in each Review Report for the current Review. If the same Test is required for more than one Eligible Representation, the Asset Representations Reviewer will perform the Test only once for each Review Receivable or Review Account but will report the results of the Test for each applicable representation or warranty on each Review Report.

Section 3.09. Termination of Review. If a Review is in process and the Nominal Liquidation Amount of all Notes will be reduced to zero on the next Distribution Date, the Servicer will notify the Asset Representations Reviewer no less than ten (10) days before that

-7-

Distribution Date. On receipt of such notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver any Review Report.

Section 3.10. Review Report. Within ten (10) days following the end of the Review period described in Section 3.06(a), the Asset Representations Reviewer will provide the Servicer with a preliminary Review Report (a “Preliminary Review Report”) setting out each preliminary Test result (i.e., Test Pass, Test Fail or Test Complete) for the Review Receivables and Review Accounts. The Servicer will provide the Preliminary Review Report to the Transferor and WFBNA within two (2) Business Days of the Servicer’s receipt of the report. If, within thirty (30) days of the date that the Transferor and WFBNA receive the Preliminary Review Report, the Servicer receives additional documents, data, or other information (collectively, “Supplemental Review Materials”) to potentially refute any finding in the Preliminary Review Report, the Servicer will within two (2) Business Days of its receipt, make such Supplemental Review Materials available to the Asset Representations Reviewer in one or more of the ways set forth in Section 3.03. The Asset Representations Reviewer will then consider such Supplemental Review Materials and, within ten (10) days following the end of the Review period described in Section 3.06(b), either confirm or revise its Preliminary Review Report and provide the Servicer and the Indenture Trustee with a final Review Report (a “Final Review Report”) setting out each final Test result (i.e., Test Pass, Test Fail or Test Complete) for the Review Receivables and Review Accounts.

If, within forty (40) days after the date that the Asset Representations Reviewer provided its Preliminary Review Report to the Servicer, the Servicer has not made available to the Asset Representations Reviewer Supplemental Review Materials to potentially refute a finding in the Preliminary Review Report, within ten (10) days following such fortieth (40th) day, the Asset Representations Reviewer will provide the Servicer and the Indenture Trustee with a Final Review Report (which will be based on the findings set forth in the Preliminary Review Report). The Servicer will provide the Final Review Report to the Transferor and WFBNA within two (2) Business Days of receipt of the report.

Each Review Report will include a summary containing the information required to be included in the Note Issuer’s Form 10-D report for the Monthly Period in which the Final Review Report is provided to the Servicer and the Indenture Trustee. No Review Report shall contain any PII in any form relating to Obligors, as determined by the Asset Representations Reviewer with the concurrence of the Servicer. Upon reasonable request of the Servicer, the Asset Representations Reviewer will provide additional detail on the preliminary or final Test results.

Section 3.11. Review and Procedure Limitations. (a) The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Accounts and/or Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) except to the extent of its express obligations under Section 3.04, to obtain missing or incomplete documents, data, or other information, or

-8-

(vi) to take any action or cause any other party to take any action under the Transfer Agreement to enforce any remedies for breaches of representations or warranties about the Eligible Representations.

(b) The Asset Representations Reviewer will be required to perform only the Tests provided in Exhibit A in consideration of the Review Materials and any Supplemental Review Materials and will have no obligation to perform additional testing procedures on the Review Receivables or Review Accounts, or, subject to Sections 3.04 and 3.10, to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that expressly set forth in this Agreement. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this Agreement.

Section 3.12. Review Systems. The Asset Representations Reviewer will maintain and utilize an electronic case management system to manage the Tests and provide systematic control over each step in the Review process and ensure consistency and repeatability among the Tests.

Section 3.13. Representatives.

(a) Servicer Representative. The Servicer will provide reasonable access to one or more designated representatives to respond to reasonable requests and inquiries made by the Asset Representations Reviewer in its completion of a Review.

(b) Asset Representations Review Representative. The Asset Representations Reviewer will provide reasonable access to one or more designated representatives to respond to reasonable requests and inquiries made by the Servicer during the Asset Representations Reviewer’s completion of a Review. The Asset Representations Reviewer will have no obligation to respond to requests or inquires made by any Person not party to this Agreement.

Section 3.14. Dispute Resolution. If a Receivable that was Reviewed by the Asset Representations Reviewer is the subject of a Dispute Resolution Proceeding, the Asset Representations Reviewer will participate in the Dispute Resolution Proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any Dispute Resolution Proceeding will be paid: (i) if the Requesting Party selects mediation as the resolution method, as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation, and (ii) if the Requesting Party selects arbitration as the resolution method, in accordance with the final determination of the arbitrator.

Section 3.15. Records Retention. The Asset Representations Reviewer will maintain copies of Review Materials, Supplemental Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of three (3) years after the termination of this Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer. Upon the return of the

-9-

Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning the related Review.

ARTICLE IV.

PAYMENTS TO ASSET REPRESENTATIONS REVIEWER

Section 4.01. Asset Representations Reviewer Fees.

(a) Annual Fee. As compensation for its activities hereunder, the Asset Representations Reviewer shall be entitled to receive an annual fee (the “Annual Fee”) equal to the amount separately agreed to by the Servicer and the Asset Representations Reviewer with respect to each annual period prior to the termination of this Agreement. The Annual Fee will be paid by the Servicer, initially payable on the date of this Agreement and then payable annually on each anniversary of the date of this Agreement upon receipt of a detailed invoice.

(b) Review Fee. Following the completion of a Review and delivery of the Final Review Report and a detailed invoice, the Asset Representations Reviewer shall be entitled to a fee equal to the amount separately agreed to by the Servicer and the Asset Representations Reviewer, payable by the Servicer (the “Review Fee”).

Section 4.02. Reimbursable Expenses. If the Servicer provides access to the Review Materials at one of its offices, the Servicer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review after receipt of a detailed invoice for such expenses. If the Asset Representations Reviewer participates in a Dispute Resolution Proceeding under Section 3.14 and its reasonable expenses for participating in the proceeding are not paid by a party to the Dispute Resolution Proceeding within ninety (90) days after the end of the proceeding, the Servicer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice. If the Servicer makes any payment under this Section 4.02 and the Asset Representations Reviewer later collects any of the amounts for which the payments were made to it from others, the Asset Representations Reviewer will promptly repay the amounts to the Servicer.

ARTICLE V.

OTHER MATTERS PERTAINING TO THE ASSET REPRESENTATIONS REVIEWER

Section 5.01. Representations and Warranties of the Asset Representations Reviewer. The Asset Representations Reviewer hereby makes the following representations and warranties as of each ABS Issuance Date:

(a) Organization and Good Standing. The Asset Representations Reviewer is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has the power, authority and legal right to perform its obligations under this Agreement.

-10-

(b) Due Qualification. The Asset Representations Reviewer is duly qualified to do business and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications.

(c) Due Authorization. The execution, delivery and performance by the Asset Representations Reviewer of this Agreement have been duly authorized by the Asset Representations Reviewer by all necessary limited liability company action on the part of the Asset Representations Reviewer and this Agreement will remain, from the time of its execution, an official record of the Asset Representations Reviewer.

(d) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Asset Representations Reviewer enforceable in accordance with its terms subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to equitable principles.

(e) No Violation. The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance by the Asset Representations Reviewer of the obligations contemplated by this Agreement and the fulfillment by the Asset Representations Reviewer of the terms hereof applicable to the Asset Representations Reviewer, will not conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Requirements of Law applicable to the Asset Representations Reviewer or any indenture, contract, agreement, or other instrument to which the Asset Representations Reviewer is a party or by which it is bound.

(f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Asset Representations Reviewer, threatened against the Asset Representations Reviewer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the issuance of any Notes or the consummation of any of the transactions contemplated by this Agreement, seeking any determination or ruling that, in the reasonable judgment of the Asset Representations Reviewer, would materially and adversely affect the performance by the Asset Representations Reviewer of its obligations under this Agreement, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement.

(g) Eligibility. The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

Section 5.02. Limitation of Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment; provided, however, that the Asset Representations Reviewer will be liable for

-11-

its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. 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 5.03. Indemnification of Asset Representations Reviewer. (a) The Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ARR Indemnified Person”), for all reasonable and documented costs, expenses, losses, damages and liabilities resulting from the performance of the Asset Representations Reviewer’s obligations under this Agreement (including the reasonable and documented costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations, warranties or covenants in this Agreement.

(b) In case any such action, investigation or proceeding will be brought involving an ARR Indemnified Person, the Servicer will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Asset Representations Reviewer will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable and documented fees and expenses of such counsel will be paid by the Servicer.

(c) The indemnification set forth herein will survive the termination of this Agreement and the resignation or removal of the Servicer.

(d) If the Servicer makes any payment under this Section 5.03 and the ARR Indemnified Person later collects any of the amounts for which the payments were made to it from others, the ARR Indemnified Person will promptly repay the amounts to the Servicer.

Section 5.04. Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless the Transferor, WFBNA and the Servicer, and each of their officers, directors, successors, assigns, legal representatives, agents, and servants (each, a “WF Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against a WF Indemnified Person (whether or not also indemnified against by any other person) which arose out of the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify a WF Indemnified Person from and against expenses arising or resulting from the WF Indemnified Person’s own willful misconduct, bad faith or negligence.

(b) In case any such action, investigation or proceeding will be brought involving a WF Indemnified Person, the Asset Representations Reviewer will assume the defense thereof,

-12-

including the employment of counsel and the payment of all expenses. The Transferor, WFBNA and the Servicer each will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable fees and expenses of such counsel will be paid by the Asset Representations Reviewer.

(c) The indemnification set forth herein will survive the termination of this Agreement and the resignation or removal of the Asset Representations Reviewer.

Section 5.05. Covenants. The Asset Representations Reviewer covenants and agrees that:

(a) Eligibility. It will notify the Transferor, WFBNA and the Servicer promptly if at any time during the term of this Agreement, it ceases to be an Eligible Asset Representations Reviewer.

(b) Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Account and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

(c) Compliance with Obligations. It will comply with each of its obligations under this Agreement.

(d) Outstanding Notes. In determining whether the requisite percentage of Noteholders have given any direction, notice, or consent under the terms of the Transfer Agreement, the Servicing Agreement, the Indenture or this Agreement, any Notes owned by it or any of its affiliates will be disregarded and deemed not to be outstanding.

Section 5.06. Inspections of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Servicer, WFBNA and the Transferor, 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, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the Servicer’s, WFBNA’s and the Transferor’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Servicer, WFBNA and the Transferor will, and will cause its authorized representatives to, hold in confidence the information, except if disclosure may be required by law or if the Servicer, WFBNA or the Transferor reasonably determines that it is required to make the disclosure under this Agreement or any other transaction document relating to any Note. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents

-13-

and materials for a period of three (3) years after the termination of its obligations under this Agreement.

ARTICLE VI.

REMOVAL, RESIGNATION

Section 6.01. Removal of Asset Representations Reviewer. (a) If any one of the following events (each a “Disqualification Event”) shall occur and be continuing:

(i) the Asset Representations Reviewer ceases to be an Eligible Asset Representations Reviewer;

(ii) any failure by the Asset Representations Reviewer duly to observe or perform in any material respect any other covenant or agreement of the Asset Representations Reviewer set forth in this Agreement; or

(iii) an Insolvency Event occurs;

then, the Servicer may or, in the case of Section 6.01(a)(i), shall remove the Asset Representations Reviewer by delivery of a written instrument to that effect.

(b) The Servicer may also remove the Asset Representations Reviewer by delivery of a written instrument to that effect on or after the fifth anniversary of the Engagement Date, upon sixty (60) days’ written notice (or such shorter notice period as the parties to this Agreement may agree) from the Servicer to the Asset Representations Reviewer, WFBNA, the Transferor, and the Indenture Trustee.

(c) Any removal of the Asset Representations Reviewer shall not take effect until a successor Asset Representations Reviewer is appointed in accordance with Section 6.02. Any expenses incurred by the Servicer in connection with replacing the Asset Representations Reviewer following any Disqualification Event shall be reimbursed by the removed Asset Representations Reviewer promptly upon delivery by the Servicer of a detailed invoice.

Section 6.02. Appointment of Successor. Upon the removal of the Asset Representations Reviewer pursuant to Section 6.01 or a permitted resignation of the Asset Representations Reviewer pursuant to Section 6.04, the Servicer shall use commercially reasonable efforts to appoint a successor Asset Representations Reviewer, who shall be an Eligible Asset Representations Reviewer, by written instrument signed by the Servicer, WFBNA, the Transferor, the resigning Asset Representations Reviewer, and such successor Asset Representations Reviewer. If a successor Asset Representations Reviewer has not been appointed within sixty (60) days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Asset Representations Reviewer or the Servicer may apply to any court of competent jurisdiction to appoint a successor Asset Representations Reviewer to act until such time, if any, as a successor Asset Representations Reviewer has been appointed as above provided. Any successor Asset

-14-

Representations Reviewer so appointed by such court will immediately and without further act be superseded by any successor Asset Representations Reviewer appointed as above provided.

Section 6.03. Merger or Consolidation of, or Assumption of the Obligations of, the Asset Representations Reviewer. 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 is an Eligible Asset Representations Reviewer, will be the successor to the Asset Representations Reviewer under this Agreement.

If the Asset Representations Reviewer is not the surviving entity, such successor shall expressly assume, by an agreement supplemental hereto, executed by, and delivered to, the Servicer, WFBNA, and the Transferor, in a form satisfactory to the Servicer, WFBNA, and the Transferor, the performance of every covenant and obligation of the Asset Representations Reviewer, as applicable hereunder (to the extent that any right, covenant or obligation of the Asset Representations Reviewer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); and the Asset Representations Reviewer shall have delivered to the Servicer, WFBNA, and the Transferor an officer’s certificate of the Asset Representations Reviewer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 6.03, that the successor Asset Representations Reviewer is an Eligible Asset Representations Reviewer, and that all conditions precedent herein provided for relating to such transaction have been complied with and an opinion of counsel that such supplemental agreement is legal, valid and binding with respect to the Asset Representations Reviewer.

Section 6.04. Asset Representations Reviewer Not to Resign. The Asset Representations Reviewer shall not resign from the obligations and duties hereby imposed on it, except:

(a) Upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Asset Representations Reviewer could take to make the performance of its duties hereunder permissible under applicable law;

(b) On or after the fifth anniversary of the Engagement Date, upon one (1) year’s written notice (or such shorter notice period as the parties to this Agreement may agree) from the Asset Representations Reviewer to the Servicer, WFBNA, the Transferor, and the Indenture Trustee; or

(c) Upon a failure by the Servicer to pay any material amount due under Article IV when such amount becomes due and payable, and continuance of such non-payment for a period of sixty (60) days following the date on which such amount became due and payable.

Any such determination permitting the resignation of the Asset Representations Reviewer shall be evidenced as to clause (a)(i) above by an opinion of counsel and as to clause (a)(ii) by an officer’s certificate of the Asset Representations Reviewer, each to such effect delivered to the Transferor, WFBNA and the Servicer. No resignation under this Section 6.04 shall become

-15-

effective until a successor Asset Representations Reviewer shall have assumed the responsibilities and obligations of the Asset Representations Reviewer in accordance with Section 6.02. Any reasonable expenses incurred by the Servicer in connection with replacing the Asset Representations Reviewer following the Asset Representations Reviewer’s resignation under Section 6.04(b) shall be reimbursed by the resigning Asset Representations Reviewer promptly upon delivery by the Servicer of a detailed invoice.

Section 6.05. 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 WFBNA, the Transferor, and the Servicer. Any such delegation or subcontracting to which WFBNA, the Transferor, and the Servicer have consented shall not relieve the Asset Representations Reviewer of its liability and responsibility with respect to such obligations, and shall not constitute a resignation within the meaning of Section 6.04.

ARTICLE VII.

TREATMENT OF CONFIDENTIAL INFORMATION

Section 7.01. Confidential Information.

(a) Confidential Information Defined. For the purposes of this Agreement, “Confidential Information” means non-public and/or proprietary information of a party (the “Disclosing Party”) that is disclosed to the other party (the “Receiving Party”) by the Disclosing Party or any of its Representatives in connection with the performance of this Agreement, including but not limited to (a) business or technical processes, formulae, source codes, object code, product designs, sales, cost and other unpublished financial information, customer information, product and business plans, projections, marketing data or strategies, trade secrets, intellectual property rights, know-how, expertise, methods and procedures for operation, information about employees, customer names, business or technical proposals, and any other information which is or should reasonably be understood to be confidential or proprietary to the Disclosing Party, (b) PII and (c) Review Materials. The foregoing definition of Confidential Information applies to: (i) all such information, whether tangible or intangible and regardless of the medium in which it is stored or presented; and (ii) all copies of such information, as well as all memoranda, notes, summaries, analyses, computer records, and other materials prepared by the Receiving Party or any of its employees, agents, advisors, directors, officers, accountants, auditors and subcontractors, or those of its Affiliates (collectively “Representatives”) to the extent they contain or reflect the Confidential Information.

(b) Use of Confidential Information. Each party acknowledges that during the term of this Agreement it may be exposed to or acquire Confidential Information of the other party or its Affiliates. The Receiving Party shall hold the Confidential Information of the Disclosing Party in strict confidence and will not disclose such information except to its Representatives who have

-16-

a need to know such information in connection with the performance of this Agreement and who are informed by the Receiving Party of the confidential nature of the Confidential Information and are directed by the Receiving Party to treat the Confidential Information in a manner consistent with the terms of this Agreement. The Receiving Party shall be responsible for the breach of this Agreement by any of its Representatives. The Receiving Party will protect the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own confidential, non-public and/or proprietary information, but in no event with less than a commercially reasonable standard of care.

(c) Exceptions. Confidential Information shall not include, and this Agreement imposes no obligations with respect to, information that:

(i) is or becomes part of the public domain other than as a result of disclosure by a Receiving Party or any of its Representatives in violation of this Agreement;

(ii) was disclosed to a party prior to the date of this Agreement without a pre-existing or concurrent obligation on the part of the party to keep such information confidential;

(iii) was or hereafter is independently developed by a party outside of this Agreement and without reference to or reliance on any Confidential Information of the other party; or

(iv) was obtained by the Receiving Party or any of its Representatives from a third party who is not known by the Receiving Party or such Representative, after reasonable inquiry, to be prohibited from disclosing the information to the Receiving Party or such Representative, as applicable, by a contractual, legal or fiduciary obligation to the Disclosing Party.

The foregoing exceptions shall not apply to any PII, which shall remain confidential in all circumstances, except as required or permitted to be disclosed by applicable law, statute, or regulation.

(d) Disclosure by Operation of Law. If any party or any of its Representatives is requested or required (orally or in writing, by law, regulation or interrogatory, request for information or documents, court order, subpoena, deposition, administrative proceedings, inspection, audit, civil investigative demand or other legal, governmental or regulatory process) to disclose all or any part of any Confidential Information, such party shall (i) to the extent permitted by law, rule and regulation, promptly notify the other party of the existence, terms and circumstances surrounding such request; (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such request and cooperate with such party on any steps it considers advisable; and (iii) if disclosure of the Confidential Information is required or deemed advisable, exercise commercially reasonable efforts to obtain an order, stipulation or other reliable assurance that confidential treatment shall be accorded to such portion of the Confidential Information to be disclosed. Each party shall reimburse the other party for reasonable legal fees and expenses incurred in connection with such party’s efforts to comply

-17-

with this section. Notwithstanding anything to the contrary contained herein, the Servicer and its Affiliates may disclose Confidential Information, without notice to the Asset Representations Reviewer, to any governmental agency, regulatory authority or self-regulatory authority (including, without limitation, bank and securities examiners) having or claiming to have authority to regulate or oversee any aspect of the Servicer’s business or that of its Affiliates in connection with the exercise of such authority or claimed authority.

(e) Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information to the Disclosing Party provided to it pursuant to this Agreement; provided, however, (i) the Receiving Party shall be permitted to retain copies of the Disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal, and/or regulatory purposes or, if longer, for the period of time set forth in Section 3.15, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that (x) any Confidential Information so retained will remain subject to the obligations and restrictions contained in this Agreement and be maintained in accordance with the Receiving Party’s document retention policies and procedures, and (y) the Receiving Party will not use the retained Confidential Information for any other purpose.

(f) Remedies. Each of the parties hereto agree that an actual or threatened breach of this Section by it or its Representatives may cause irreparable damage to the Disclosing Party and that damages may not be an adequate remedy for any such breach. Accordingly, each party shall be entitled to seek injunctive relief to restrain any such breach, threatened or actual, without the necessity of posting bond, in addition to any other remedies available to such party at law or in equity.

Section 7.02. Safeguarding Personally Identifiable Information.

(a) Definition. “Personally Identifiable Information”, or “PII”, means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual, as further described in § 501(b) of the Gramm-Leach-Bliley Act and the Interagency Guidelines Establishing Standards for Safeguarding Customer Information (12 C.F.R. Section 208, Appendix D-2), that is provided or made available to the Asset Representations Reviewer in accordance with the terms of this Agreement.

(b) Use of PII. The Servicer does not grant the Asset Representations Reviewer any rights to PII except as provided in this Agreement. The Asset Representations Reviewer will use PII only to perform its obligations under this Agreement or as specifically directed in writing by the Servicer and will only reproduce PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable to PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will

-18-

protect and secure PII. The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of PII, (ii) ensure against anticipated threats or hazards to the security or integrity of PII, (iii) protect against unauthorized access to or use of PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c) Additional Limitations. In addition to the use and protection requirements described in Section 7.02(b), the Asset Representations Reviewer’s disclosure of PII is also subject to the following requirements:

(i) The Asset Representations Reviewer will not disclose PII to its personnel or allow its personnel access to PII except (A) for the Asset Representations Reviewer personnel who require PII to perform a Review, (B) with the prior consent of the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to PII of the confidentiality requirements in this Agreement and train its personnel with access to PII on the proper use and protection of PII.

(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange PII with or to any third party without the prior consent of the Servicer.

(d) Notice of Breach. The Asset Representations Reviewer will notify the Servicer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of PII and, where applicable, immediately take action to prevent any further breach.

(e) Return or Disposal of PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Servicer, all PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Servicer, returned to the Servicer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Servicer. Where the Asset Representations Reviewer retains PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of PII to that required by applicable law.

(f) Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Servicer regarding the Asset Representations Reviewer’s compliance with this Section 7.02. The Asset Representations Reviewer and the Servicer agree to modify this Section 7.02 as necessary for either party to comply with applicable law.

-19-

(g) Audit of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Servicer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 7.02 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. The Servicer agrees to make reasonable efforts to schedule any audit described in this Section 7.02 with the inspections described in Section 5.06. The Asset Representations Reviewer will also permit the Servicer during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h) Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Servicer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 7.02, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 7.02 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

(i) Breach. In the event of any actual or apparent theft, unauthorized use or disclosure of any Personally Identifiable Information, the Asset Representations Reviewer will commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and as soon as practicable following discovery of any such event, provide the Transferor, WFBNA and the Servicer notice thereof, and such further information and assistance as may be reasonably requested.

ARTICLE VIII.

TERMINATION

Section 8.01. Termination of Agreement. This Agreement will terminate, except for obligations under Sections 5.03 and 5.04, on the earlier to occur of (i) the payment in full of all outstanding Notes or (ii) the removal of the Asset Representations Reviewer pursuant to Section 6.01 or the permitted resignation of the Asset Representations Reviewer pursuant to Section 6.04 (which removal or resignation, for the avoidance of doubt, shall not take effect until the appointment of a successor Asset Representations Reviewer in accordance with Section 6.02).

ARTICLE IX.

MISCELLANEOUS PROVISIONS

Section 9.01. Amendment. (a) This Agreement may be amended by the Asset Representations Reviewer, the Transferor, WFBNA and the Servicer, without the consent of any of the Noteholders, (i) to comply with any change in any applicable federal or state law, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of

-20-

adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement, including the content of any Exhibit to this Agreement; provided, however, that if such action is taken after the issuance of any tranche of Notes that is registered with the Securities and Exchange Commission on Form SF-3, such action shall not, in the reasonable belief of the Transferor, as evidenced by an officer’s certificate of the Transferor delivered to WFBNA, the Servicer, and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly set forth in an applicable prospectus.

(b) This Agreement may also be amended from time to time by the Asset Representations Reviewer, the Transferor, WFBNA and the Servicer, with the consent of the Noteholders holding more than 50% of the aggregate unpaid principal amount of all outstanding Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Notes.

(c) It shall not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(d) Each of the Asset Representations Reviewer, the Transferor, WFBNA and the Servicer may, but shall not be obligated to, execute and deliver such amendment which affects its rights, powers, duties or immunities hereunder.

(e) Prior notice of any amendment of this Agreement contemplated by this Section 9.01 shall be provided to each Rating Agency.

Section 9.02. Notices. All notices hereunder shall be given by United States certified or registered mail, by facsimile or by other telecommunication device capable of creating written record of such notice and its receipt. Notices hereunder shall be effective when received and shall be addressed to the respective parties hereto at the addresses set forth below, or at such other address as shall be designated by any party hereto in a written notice to each other party pursuant to this Section.

-21-

If to the Asset Representations Reviewer, to:

Clayton Fixed Income Services LLC

720 S. Colorado Blvd., Suite 200

Glendale, CO 80246

Attn: VP, Surveillance

And via electronic mail to: ARRNotices@clayton.com

With a copy to:

Covius Services, LLC

720 S. Colorado Blvd., Suite 200

Glendale, CO 80246

Attn: Legal Department

Email: legal@covius.com

If to the Transferor, to:

WF Card Funding, LLC

550 S. Tryon St Floor 10, D1086-103

Charlotte, NC 28202

Attn: Becky Hill

Phone Number: 866-263-3059

E-mail: WFCardFunding@wellsfargo.com

If to WFBNA, to:

Wells Fargo Bank, National Association

550 S. Tryon St Floor 10

Charlotte, NC 28202

Attn: Jennifer Madara

Phone Number: (704) 410-2426

E-mail: jennifer.madara@wellsfargo.com

If to the Servicer, to:

Wells Fargo Bank, National Association

550 S. Tryon St Floor 10

Charlotte, NC 28202

Attn: Jennifer Madara

Phone Number: (704) 410-2426

E-mail: jennifer.madara@wellsfargo.com

If to the Indenture Trustee, to:

-22-

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: WF Card Issuance Trust

Phone Number: (617) 603-6888

E-mail: kevin.blanchard@usbank.com

Section 9.03. Entire Agreement; Severability Clause. This Agreement constitutes the entire agreement among the Asset Representations Reviewer, the Transferor, WFBNA and the Servicer. All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby.

If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 9.04. Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

Section 9.05. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR

-23-

FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT 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 THE NOTICE PROVISIONS OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) 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.

(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHTS OF ANY REQUESTING PARTY PURSUANT TO SECTION 3.14.

Section 9.06. Relationship of the Parties. The Asset Representations Reviewer is an independent contractor and the Asset Representations Reviewer does not hold itself out as an agent of any other party hereto. Nothing herein contained shall create or imply an agency relationship among Asset Representations Reviewer and any other party hereto, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

Section 9.07. Captions. The captions used herein are for the convenience of reference only and not part of this Agreement, and shall in no way be deemed to define, limit, describe or modify the meanings of any provision of this Agreement.

Section 9.08. Waivers. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing, signed by the party against whom such waiver or modification is sought to be enforced.

Section 9.09. Assignment. This Agreement may not be assigned by the Asset Representations Reviewer except as permitted under Section 6.03 hereof.

-24-

Section 9.10. Benefit of This Agreement; Third-Party Beneficiaries. Except as provided in Section 7.02(h), this Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors and assigns. No other Person will have any right or obligation under this Agreement.

Section 9.11. Exhibits. The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 9.12. Nonpetition Covenant. To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, none of the Servicer, WFBNA or the Asset Representations Reviewer shall, prior to the date which is one year and one day after the termination of the Transfer Agreement, acquiesce, petition or otherwise invoke or cause Funding or the Note Issuer to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against Funding or the Note Issuer under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of any of Funding or the Note Issuer, or any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Funding or the Note Issuer.

-25-

IN WITNESS WHEREOF, the Transferor, WFBNA, the Servicer and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

WF CARD FUNDING, LLC, as Transferor
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer and in its individual capacity
By:
	Name:
	Title:

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement]

EXHIBIT A

Section Reference	Representation	Documents	Procedures to be Performed
Representation [1] –	[Text of Representation]	[Title of Document(s)]	i) [ ] a. [ ] b. [ ] c. [ ] If the above tests are confirmed, then Test Pass
Representation [2] –	[Text of Representation]	[Title of Document(s)]	i) [ ] a. [ ] b. [ ] c. [ ] If the above tests are confirmed, then Test Pass
Representation [3] –	[Text of Representation]	[Title of Document(s)]	i) [ ] a. [ ] b. [ ] c. [ ] If the above tests are confirmed, then Test Pass
Representation [4] –	[Text of Representation]	[Title of Document(s)]	i) [ ] a. [ ] b. [ ] c. [ ] If the above tests are confirmed, then Test Pass

EX-5.1

EXHIBIT 5.1

1270 Avenue of the Americas 30^th Floor New York, NY 10020-1708   T (212) 655-6000 F (212) 697-7210

May 11, 2021

WF Card Funding, LLC

550 S. Tryon Street, Floor 10

D1086-103

Charlotte, North Carolina 28202

Re: WF Card Issuance Trust

WF Card Funding, LLC (Depositor)

Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as counsel for WF Card Funding, LLC, a Delaware limited liability company, in connection with the preparation of the Registration Statement on Form SF-3 and Amendment No. 1 thereto (as amended, the “Registration Statement”), filed on December 21, 2020 and May 11, 2021, respectively, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of the WF Card Issuance Trust (the “Trust”). Each Series of Notes will be issued pursuant to an indenture (the “Master Indenture”), as supplemented by an indenture supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Master Indenture, the “Indenture”), in each case between the Trust, as Issuer, Wells Fargo Bank, National Association, as Paying Agent and Note Registrar, and U.S. Bank, National Association, as Indenture Trustee.

We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that when the Notes of each Series have been duly executed, authenticated and delivered in accordance with the Indenture, and sold in the manner described in the Registration Statement, any amendment thereto and the prospectus relating thereto, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Trust, and the holders of the Notes of such Series will be entitled to the benefits of such Indenture, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

This opinion is limited to the laws of the State of New York and the federal laws of the United States of America, and we have not considered and express no opinion on the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. In giving such

Charlotte    Chicago    New York    Salt Lake City    San Francisco    Washington, DC

May 11, 2021

Page 2 of 2

consent, we do not admit that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ Chapman and Cutler LLP

CHAPMAN AND CUTLER LLP

- 2 -

EX-8.1

EXHIBIT 8.1

1270 Avenue of the Americas 30^th Floor New York, NY 10020-1708   T (212) 655-6000 F (212) 697-7210

May 11, 2021

WF Card Funding, LLC

550 S. Tryon Street, Floor 10

D1086-103

Charlotte, North Carolina 28202

Re: WF Card Issuance Trust

WF Card Funding, LLC (Depositor)

Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as counsel for WF Card Funding, LLC, a Delaware limited liability company, in connection with the preparation of the Registration Statement on Form SF-3 and Amendment No. 1 thereto (as amended, the “Registration Statement”), filed on December 21, 2020 and May 11, 2021, respectively, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of the offering of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations WF Card Issuance Trust (the “Trust”). Each Series of Notes is comprised of a number of classes of Notes (each, a “Class”). Each Class of Notes is comprised of a number of tranches of Notes (each, a “Tranche”). Each Series of Notes will be issued pursuant to an indenture (the “Master Indenture”), as supplemented by an indenture supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Master Indenture, the “Indenture”), in each case between the Trust, as Issuer, Wells Fargo Bank, National Association, as Paying Agent and Note Registrar, and U.S. Bank, National Association, as Indenture Trustee.

SCOPE OF REVIEW; ASSUMPTIONS

Our opinion is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect and available on the date hereof. The statutory provisions, regulations and interpretations on which our opinion is based are subject to change, possibly retroactively. As more fully described in the prospectus relating to the Notes forming a part of the Registration Statement (the “Prospectus”) under the heading “Federal Income Tax Consequences,” and the immediately succeeding paragraph, there can be no assurance that contrary positions will not be taken by the Internal Revenue Service.

In formulating our opinions, we have reviewed (i) the Prospectus, (ii) the Limited Liability Company Agreement of WF Card Funding, LLC and the Trust Agreement of the Trust, each of which is included as an exhibit to the Registration Statement, (iii) the Indenture, the Transfer Agreement and the Servicing Agreement, forms of which are included as exhibits to the Registration Statement, and (iv) other documents provided to us that we have deemed necessary or appropriate to review as a basis for this opinion. Additionally, this opinion letter is based on the facts and circumstances set forth in the Prospectus and in the other documents reviewed by us. Our opinion as to the matters set forth herein could change with respect to a particular Series, Class or Tranche of Notes as a result of changes in facts and circumstances, changes in the terms of the documents reviewed by us or changes in the law subsequent to the date hereof. Because the Prospectus contemplates Series, Classes and Tranches of Notes with numerous different characteristics, the particular characteristics of each Series, Class or Tranche of Notes and any more specific tax discussion set forth in the prospectus pursuant to which a particular Series, Class or Tranche of

Charlotte    Chicago    New York    Salt Lake City    San Francisco    Washington, DC

May 11, 2021

Page 2 of 2

Notes is offered must be considered in determining the applicability of this opinion to any such Series, Class or Tranche of Notes.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or other copies, and the authenticity of the originals of such copies.

In rendering our opinions, we have also assumed that the transactions described in or contemplated by the foregoing documents have been or will be consummated in accordance with such operative documents, and that such documents accurately reflect the material facts of such transactions.

OPINION

Based on the foregoing, we hereby confirm that the statements set forth in the Prospectus under the heading “Federal Income Tax Consequences” which statements have been prepared by us, to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects, and we hereby adopt and confirm the opinions set forth therein.

We impose no limit on your disclosure of this opinion or the tax treatment or tax structure of the transactions described in the Prospectus. However, we are furnishing this opinion to you solely in connection with the Registration Statement and it cannot be relied upon by any other person or for any other purpose without our express written permission.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to Chapman and Cutler LLP under the captions “Prospectus Summary –Tax Status,” “Legal Matters” and “Federal Income Tax Consequences” in the Prospectus. In giving such consent, we do not admit that we are “experts,” within the meaning of the term used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ Chapman and Cutler LLP

CHAPMAN AND CUTLER LLP

- 2 -

EX-25.1

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Kevin Blanchard

U.S. Bank National Association

1 Federal St

Boston, MA 02110

(617) 603-6888

(Name, address and telephone number of agent for service)

WF CARD ISSUANCE TRUST

(Exact name of obligor as specified in its charter)

Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Wilmington Trust, National Association 1100 North Market Street, Wilmington, Delaware	19890
(Address of Principal Executive Offices)	(Zip Code)

Notes

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 14th of April, 2021.

By:	/s/ Kevin Blanchard
	Kevin Blanchard
	Assistant Vice President

3

Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 14, 2021

By:	/s/ Kevin Blanchard
	Kevin Blanchard
	Assistant Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2020

($000’s)

	12/31/2020
Assets
Cash and Balances Due From	$	62,424,852
Depository Institutions
Securities		135,372,305
Federal Funds		149
Loans & Lease Financing Receivables		299,153,643
Fixed Assets		7,454,095
Intangible Assets		12,786,750
Other Assets		27,582,366
Total Assets	$	544,774,160
Liabilities
Deposits	$	442,835,836
Fed Funds		1,175,229
Treasury Demand Notes		0
Trading Liabilities		1,036,903
Other Borrowed Money		27,992,840
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,494,315
Total Liabilities	$	491,385,123
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		38,303,599
Minority Interest in Subsidiaries		800,323
Total Equity Capital	$	53,389,037
Total Liabilities and Equity Capital	$	544,774,160

7

EX-36.1

EXHIBIT 36.1

[Form of] CEO Certification

I [________________] certify as of [________ __, ____] that:

1. I have reviewed the prospectus relating to WFCardSeries Class [_](20[_] [_]) notes (the “securities”) and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2. Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3. Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4. Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

5. The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date: [________ __, ____]

By:
	Name: Title: (chief executive officer of the depositor)