AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

Exhibit 4.4

EXECUTION VERSION

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

     This Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008 (this “Agreement”), is made by and among WFN Credit Company, LLC, as transferor under the Pooling Agreement referenced in Exhibit A (the “Transferor”), BNY Midwest Trust Company, an Illinois trust company having its principal corporate trust office at 2 N. LaSalle Street, Ste. 1020, Chicago, IL 60602 (“BNYMTC”), and The Bank of New York Trust Company, N.A., a national banking association (“BNYTCNA”) duly organized and existing under the laws of the United States and having its principal office in Los Angeles, California.

RECITALS:

          WHEREAS, the Transferor and BNYMTC entered into one or more trust indentures, paying agency agreements, registrar agreements, or other relevant agreements as such are more particularly described in Exhibit A (the “Exhibit”) under the section entitled “Agreements” (such agreements, individually and collectively referred to herein, together with all Transaction Documents (as defined in the Pooling Agreement referenced in the Exhibit) to which BNYMTC is a party, as the “Agreements”) under which BNYMTC was appointed in the capacity or capacities identified in the Exhibit (individually and collectively the “Capacities”);

          WHEREAS, the Transferor desires to appoint BNYTCNA as the successor to BNYMTC in its Capacities under the Agreements; and

          WHEREAS, BNYTCNA is willing to accept such appointment as the successor to BNYMTC in its Capacities under the Agreements;

          NOW, THEREFORE, the parties hereto, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

ARTICLE I

BNYMTC

          SECTION 1.01. BNYMTC hereby resigns from its Capacities under the Agreements.

          SECTION 1.02. BNYMTC hereby assigns, transfers, delivers and confirms to BNYTCNA all right, title and interest of BNYMTC in its Capacities relating to the Agreements. BNYMTC hereby authorizes the filing of such financing statements as the Transferor shall deem necessary or desirable to assign such right, title and interest of BNYMTC under the Agreements to BNYTCNA.

ARTICLE II

THE TRANSFEROR

          SECTION 2.01. The Transferor hereby accepts the resignation of BNYMTC from its Capacities under the Agreements.

          SECTION 2.02. All conditions relating to the appointment of BNYTCNA as the successor to BNYMTC in its Capacities under the Agreements have been met by the Transferor, and the Transferor appoints BNYTCNA to its Capacities under the Agreements with like effect as if originally named to such Capacities under the Agreements.

ARTICLE III

BNYTCNA

          SECTION 3.01. BNYTCNA hereby represents and warrants to BNYMTC, the Transferor and World Financial Network Credit Card Master Trust that BNYTCNA is qualified to act in the Capacities under the Agreements.

          SECTION 3.02. BNYTCNA hereby accepts its appointment to the Capacities under the Agreements and accepts and assumes the rights, powers, duties and obligations of BNYMTC under the Agreements, upon the terms and conditions set forth therein, with like effect as if originally named to such Capacities under the Agreements.

ARTICLE IV

MISCELLANEOUS

          SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of 12:01 A.M. local Los Angeles time on the Effective Date set forth in the Exhibit.

          SECTION 4.02. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

          SECTION 4.03. This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.

          SECTION 4.04. The persons signing this Agreement on behalf of the Transferor, BNYTCNA and BNYMTC are duly authorized to execute it on behalf of the each party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed and acknowledged all as of the day and year first above written.

Acknowledged and Accepted:

World Financial Network National Bank

By:		/s/ Ronald C. Reed   Name: Ronald C. Reed
		Title: Assistant Treasurer

EXHIBIT A

Effective Date: May 27, 2008

Agreements:

Description of relevant Agreement		BNY Midwest Trust
& Date		Company’s Capacities
Second Amended and Restated Pooling and Servicing Agreement, as amended and restated a second time on August 1, 2001, between WFN Credit Company, LLC, World Financial Network National Bank and BNYMTC, as amended, supplemented or otherwise modified from time to time, as supplemented by:		Trustee, Transfer Agent and Registrar, Paying Agent
(i) the Collateral Series Supplement, dated as of August 21, 2001, between WFN Credit Company, LLC, World Financial Network National Bank and BNYMTC, as amended, supplemented or otherwise modified from time to time; and
(ii) the Series 2007-VFC Supplement, dated as of August 10, 2007, between WFN Credit Company, LLC, World Financial Network National Bank and BNYMTC, as amended, supplemented or otherwise modified from time to time.
Loan Agreement, among BNYMTC, WFN Credit Company, LLC, as Transferor, World Financial Network National Bank, as Servicer, and the Collateral Agents, Collateral Funding Agents and Collateral Investors party thereto, dated as of August 10, 2007, with respect to the Series 2007-VFC Collateral Investor Interest		Trustee