July 8, 2015 Cabela’s Credit Card Master Note Trust $240,000,000 Class A-1 Fixed Rate Asset-Backed Notes and $100,000,000 Class A-2 Floating Rate Asset- Backed Notes, Series 2015-II UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2015 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
WFB Funding, LLC, Transferor, World’s Foremost Bank, Servicer and U.S. Bank National Association, Trustee on behalf of the Certificateholders of the Cabela’s Master Credit Card Trust THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as...Pooling and Servicing Agreement • June 15th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
The undersigned, a duly authorized representative of World’s Foremost Bank (“WFB”), as Servicer pursuant to the Third Amended and Restated Pooling and Servicing Agreement dated as of June 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among WFB Funding, LLC, as transferor (the “Transferor”), WFB, as Servicer, and U.S. Bank National Association as Trustee, does hereby certify that:
Cabela’s Credit Card Master Note Trust $[•] [Class A[-1] [[,][and] Class A[-2]][, Class B and Class C] [Fixed] [Floating] Rate Asset-Backed Notes], Series [20 ]-[•] UNDERWRITING AGREEMENTPooling and Servicing Agreement • April 15th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of June 14, 2016 WORLD’S FOREMOST BANK, RPA Seller, and WFB FUNDING, LLC, Purchaser CABELA’S MASTER CREDIT CARD TRUSTReceivables Purchase Agreement • June 15th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • Nebraska
The opinions set forth below may be subject to certain qualifications, assumptions, limitations and exceptions taken or made in the Opinion of Counsel to RPA Seller with respect to similar matters delivered on the Initial Closing Date (as defined in the Pooling and Servicing Agreement). Unless otherwise indicated, all capitalized terms used herein shall have the meanings assigned in or pursuant to the Receivables Purchase Agreement to which this Exhibit D is attached.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2018 • Cabela's Master Credit Card Trust • Asset-backed securities • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 17, 2017, is entered into by and between Capital One Bank (USA), National Association, a national banking association (“Capital One”), and Synovus Bank, a Georgia state member bank (“Synovus”).
AMENDED AND RESTATED OPERATING AGREEMENT OF WFB FUNDING, LLCOperating Agreement • January 15th, 2014 • Cabela's Master Credit Card Trust • Asset-backed securities
The undersigned (all of which are hereinafter referred to as the “Members” and each as a “Member”) having previously agreed to form and operate a limited liability company (hereinafter referred to herein as the “Company”) according to the Company’s Articles of Organization and the Nebraska Uniform Limited Liability Company Act (Nebraska Revised Statutes §§ 21-101 et seq.), as it may be enacted and amended from time to time (the “Act”), hereby adopt this Amended and Restated Operating Agreement (this “Agreement”) as of December 6, 2013, which amends, restates and supersedes in its entirety the Operating Agreement of the Company, dated January 28, 2003.
FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT WFB FUNDING, LLC, as Transferor and WORLD’S FOREMOST BANK, as Servicer and in its individual capacity and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer CABELA’S MASTER CREDIT CARD...Asset Representations Review Agreement • May 20th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [ ] day of [ ], 201[ ], by and among WFB FUNDING, LLC, a Nebraska limited liability company (together with its successors and assigns, “Funding”), as transferor (the “Transferor”), WORLD’S FOREMOST BANK, a Nebraska state banking corporation, in its individual capacity (together with its successors and assigns, “WFB”), and as Servicer (the “Servicer”), and Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).
SALE AND PURCHASE AGREEMENT BY AND AMONG CABELA’S INCORPORATED, WORLD’S FOREMOST BANK AND CAPITAL ONE, NATIONAL ASSOCIATION Dated as of October 3, 2016Sale and Purchase Agreement • October 7th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • Delaware
This Sale and Purchase Agreement (this “Agreement”) is made and entered into as of the 3rd day of October, 2016 by and among Cabela’s Incorporated, a Delaware corporation (“Parent”), World’s Foremost Bank, a Nebraska banking corporation (“Seller”), and Capital One, National Association, a national banking association (“Purchaser”).
CABELA’S MASTER CREDIT CARD TRUST FIRST AMENDMENT TO THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement • October 9th, 2018 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of October 9, 2018 (the “Amendment”) to the Third Amended and Restated Pooling and Servicing Agreement, dated as of March 23, 2001, as amended and restated as of February 4, 2003, December 6, 2013, and June 14, 2016 (the “Agreement”), is entered into by and among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Servicer (the “Servicer”), WFB FUNDING, LLC, a Nebraska limited liability company (“Funding”), as Transferor (the “Transferor”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
THIRD AMENDMENT TO THE CABELA’S MASTER CREDIT CARD TRUST SERIES 2004-1 SUPPLEMENTPooling and Servicing Agreement • June 15th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
THIS THIRD AMENDMENT TO THE CABELA’S MASTER CREDIT CARD TRUST SERIES 2004-1 SUPPLEMENT TO THE THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this “Third Amendment”), dated as of June 14, 2016, is by and among WFB FUNDING, LLC, a Nebraska limited liability company, as Transferor (the “Transferor”), WORLD’S FOREMOST BANK, a Nebraska state banking corporation, as Servicer (the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
FORM OF] THIRD AMENDMENT TO THE CABELA’S MASTER CREDIT CARD TRUST SERIES 2004-1 SUPPLEMENTPooling and Servicing Agreement • February 26th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
THIS THIRD AMENDMENT TO THE CABELA’S MASTER CREDIT CARD TRUST SERIES 2004-1 SUPPLEMENT TO THE THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this “Third Amendment”), dated as of [●], 2016, is by and among WFB FUNDING, LLC, a Nebraska limited liability company, as Transferor (the “Transferor”), WORLD’S FOREMOST BANK, a Nebraska state banking corporation, as Servicer (the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT WFB FUNDING, LLC, as Transferor and WORLD’S FOREMOST BANK, as Servicer and in its individual capacity and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer CABELA’S MASTER CREDIT CARD TRUST...Asset Representations Review Agreement • June 15th, 2016 • Cabela's Master Credit Card Trust • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 14th day of June, 2016, by and among WFB FUNDING, LLC, a Nebraska limited liability company (together with its successors and assigns, “Funding”), as transferor (the “Transferor”), WORLD’S FOREMOST BANK, a Nebraska state banking corporation, in its individual capacity (together with its successors and assigns, “WFB”), and as Servicer (the “Servicer”), and Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).
March 27, 2018Cabela's Master Credit Card Trust • March 30th, 2018 • Asset-backed securities • New York
