EXHIBIT 10.9
THIRD AMENDMENT TO
THE
AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
This THIRD AMENDMENT TO THE AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of
October 26, 2007 (this “ Amendment ”) is
made among World Financial Network National Bank (“
WFN ”), as Servicer, WFN Credit Company, LLC (“
WFN Credit ”), as Transferor, and Union Bank of
California, N.A. (successor to JPMorgan Chase Bank, N.A.), a
national banking association, as Trustee (“ Trustee
”), of World Financial Network Credit Card Master Trust III
(the “ Issuer ”), to the Pooling Agreement
referenced below. Capitalized terms used and not otherwise defined
in this Amendment are used as defined in the Pooling Agreement
(referenced below).
WHEREAS, the parties hereto are
parties to that certain Amended and Restated Pooling and Servicing
Agreement, dated as of January 30, 1998, as amended and
restated on September 28, 2001, as further amended as of
April 7, 2004 and March 23, 2005 and as modified by a
Trust Combination Agreement dated as of April 26, 2005 (as
amended, the “ Pooling Agreement ”);
and
WHEREAS, the parties hereto desire
to amend the Pooling Agreement as set forth below;
NOW THEREFORE, in consideration of
the premises and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the
parties hereto agree as follows:
1. SECTION 1. Amendment to
Pooling Agreement . The Pooling Agreement is hereby amended by
adding the following subsection (c) to Section 2.9
immediately following subsection (b):
“(c) Treatment of Defaulted
Receivables . In addition to the foregoing, on the later of
October 26, 2007 and the date when any Receivable in an
Account becomes a Defaulted Receivable, the Trust shall
automatically and without further action be deemed to sell,
transfer, set over and otherwise convey to the Transferor, without
recourse, representation or warranty, all right, title and interest
of the Trust in and to the Defaulted Receivables and related
Finance Charge Receivables in such Account, all monies and amounts
due or to become due with respect thereto and all proceeds thereof.
The
