On June 26, 2012, The Bank of New York Trust Company, N.A. ("BNYTC") resigned, and Union Bank, National Association was appointed, as trustee under the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, and as indenture trustee under the Master Indenture, dated as of August 1, 2001. In connection with such resignation and appointment, the following documents were executed:

· On June 26, 2012, the Bank, as administrator, Note Trust, as issuer, BNYTC and Union Bank, National Association entered into the Agreement of Resignation, Appointment and Acceptance, a copy of which is filed with this Form 8-K as Exhibit 4.1.

· On June 26, 2012, WFN Credit, as transferor, BNYTC and Union Bank, National Association entered into the Agreement of Resignation, Appointment and Acceptance, a copy of which is filed with this Form 8-K as Exhibit 4.2.

· On June 26, 2012, WFN Credit, as transferor, and Union Bank, National Association, as trustee, executed Collateral Certificate No. 3 in the name of Union Bank, National Association, as indenture trustee, a copy of which is filed with this Form 8-K as Exhibit 4.3.

Pursuant to the Agreements of Resignation, Appointment and Acceptance, filed with this Form 8-K as Exhibits 4.1 and 4.2, BNYTC resigned, and Union Bank, National Association was appointed, as trustee under the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, and as indenture trustee under the Master Indenture, dated as of August 1, 2001.

Union Bank, National Association will be the indenture trustee under the indenture. Union Bank, National Association is a national banking association and its corporate trust office is located at 551 Madison Avenue, New York, New York 10022.

Union Bank, National Association is a national banking association with trust powers and can trace its roots to 1864. Union Bank, National Association is one of the 25 largest banks in the United States and is the primary subsidiary of UnionBankCal Corporation which is a wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Bank of Tokyo-Mitsubishi UFJ, Ltd. is a wholly-owned subsidiary of Mitsubishi UFJ Financial Group, Inc.

Union Bank, National Association and its predecessors have nearly 85 years of experience in corporate trust and agency services including roles as collateral agent, depositary, indenture trustee, owner trustee and escrow agent. Union Bank, National Association has, since 1997, acted as indenture trustee on a number of asset-backed transactions involving pools of various asset types, including acting as indenture trustee on several auto loan securitization transactions. Union Bank, National Association has acted as trustee of credit card receivables backed securities since 2006. As of June 1, 2012, Union Bank, National Association was acting as trustee on one issuance of credit card receivables backed securities.

The indenture trustee's liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the indenture trustee described in the trust documents.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.   Document Description

Exhibit 4.1   Agreement of Resignation, Appointment and
              Acceptance, dated as of June 26, 2012

Exhibit 4.2   Agreement of Resignation, Appointment and
              Acceptance, dated as of June 26, 2012

Exhibit 4.3   Collateral Certificate No. 3, dated as of June 26,
              2012