AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WF CARD FUNDING, LLCLimited Liability Company Agreement • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • Delaware
This Amended and Restated Limited Liability Company Agreement of WF Card Funding, LLC (this “Agreement”), dated as of November 14, 2023, is made by Wells Fargo Bank, National Association, a national banking association (“WFBNA”), as the sole member (the “Member”), and the Board of Directors. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A attached hereto.
WF CARD FUNDING, LLC, as Transferor, and WF CARD ISSUANCE TRUST, as Issuer TRANSFER AGREEMENT Dated as of November 14, 2023Transfer Agreement • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • New York
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 November 14, 2023.
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...Asset Representations Review Agreement • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 14th day of November 2023, 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”).
WF CARD ISSUANCE TRUST WELLS FARGO BANK, NATIONAL ASSOCIATION, and WF CARD FUNDING, LLC RECEIVABLES PURCHASE AGREEMENT Dated as of November 14, 2023Receivables Purchase Agreement • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of November 14, 2023, 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”).
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) February 21, 2024Underwriting Agreement • February 23rd, 2024 • WF Card Funding LLC • Asset-backed securities
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 November 14, 2023, among the Issuing Entity, U.S. Bank Trust Company, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”), and as note registrar (in such capacity, the “Note Registrar”), and U.S. Bank National Association, as bank (in such capacity, the “Bank”) as acknowledged and accepted by Wells Fargo Bank, National Association (“WFBNA”), as servicer (in such capacity, the “Servicer”), as supplemented by the WFCardSeries Indenture Supplement, dated as of November 14, 2023, and a Terms Document having the date state
WF CARD ISSUANCE TRUST, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and as Note Registrar, and U.S. BANK NATIONAL ASSOCIATION, as Bank CLASS A(2024-1) TERMS DOCUMENT dated as of March 1, 2024 to WFCARDSERIES...Indenture • March 1st, 2024 • WF Card Funding LLC • Asset-backed securities • New York
THIS CLASS A(2024-1) TERMS DOCUMENT (this “Terms Document”), 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, not in its individual capacity but solely in its capacity as owner trustee (“Owner Trustee”), 1100 North Market Street, Wilmington, Delaware 19890, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (“U.S. Bank Trust Co.”), not in its individual capacity but solely in its capacity as Indenture Trustee and as Note Registrar, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Bank (“Bank”), is made and entered into as of March 1, 2024.
WF CARD ISSUANCE TRUST, as Issuer, WF CARD FUNDING, LLC, as Holder of the Transferor Interest, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer SERVICING AGREEMENT Dated as of November 14, 2023Servicing Agreement • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • New York
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”).
WF CARD ISSUANCE TRUST, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and as Note Registrar, and U.S. BANK NATIONAL ASSOCIATION, as Bank WFCARDSERIES INDENTURE SUPPLEMENT Dated as of November 14, 2023 to INDENTURE...Indenture • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • New York
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, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as Indenture Trustee 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 Bank (as defined in the Indenture), is made and entered into as of November 14, 2023 and supplements the INDENTURE, dated as of November 14, 2023, by and among the Issuer, the Note Registrar, the Indenture Trustee and the Bank (the “Indenture”).
WF CARD ISSUANCE TRUST SERIES CLASS A(2024-1) ASSET BACKED NOTES TERMS AGREEMENTTerms Agreement • February 23rd, 2024 • WF Card Funding LLC • Asset-backed securities
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.
WF CARD ISSUANCE TRUST, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and as Note Registrar, and U.S. BANK NATIONAL ASSOCIATION, as Bank INDENTURE Dated as of November 14, 2023Indenture • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • New York
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, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (“U.S. Bank Trust Co.”), not in its individual capacity but solely in its capacity as Indenture Trustee and as Note Registrar (each as defined herein), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank N.A.”), not in its individual capacity but solely as Bank, is made and entered into as of November 14, 2023.
WF CARD FUNDING, LLC, as Beneficiary and as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee WF CARD ISSUANCE TRUST AMENDED AND RESTATED TRUST AGREEMENT dated as of November 14, 2023Trust Agreement • November 14th, 2023 • WF Card Funding LLC • Asset-backed securities • Delaware
THIS WF CARD ISSUANCE TRUST AMENDED AND RESTATED TRUST AGREEMENT, between WF CARD FUNDING, LLC, a Delaware limited liability company (“Funding”), as Beneficiary and as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee (solely in such capacity, the “Owner Trustee”), is made and entered into as of November 14, 2023, and is acknowledged and accepted by the Trust (as hereinafter defined) and WFBNA (as hereinafter defined).
