Common use of Acceptance of Appointment and Other Matters Relating to the Servicer Clause in Contracts

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Transferor hereby appoints TRS as the Servicer under this Agreement and TRS hereby accepts such appointment and agrees to act as the Servicer under this Agreement. The Noteholders, by their acceptance of the Notes, shall be deemed to consent to TRS acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect and deposit, or cause to be deposited, into the Collection Account, any Segregation Account, the Excess Funding Account or any Supplemental Issuer Account or Sub-Account payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale charge receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Account Guidelines. The Servicer shall service and administer the Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.016.1, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.016.1, (i) to instruct the Indenture Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Series Supplemental Issuer Account or Sub-Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement Agreement or Derivative Agreement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to instruct the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection or enforcement proceedings with respect to such Receivables, (ivv) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (vi) at the expense of the Transferor, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities or reporting requirements or other laws or reporting requirementregulations. In any action or proceeding that is described in clause (iv) of the preceding sentence, (A) the Servicer, whether acting in its own name or on behalf of another and whether acting alone or through another, represents each of the Transferor’s, the Trust’s and the Indenture Trustee’s interests, (B) each of the Transferor, the Trust and the Indenture Trustee will be bound by that action or by any judgment or other ruling in that action or proceeding, and (vC) complete and final relief can be accorded among the parties to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to that action or proceeding without joining the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the TrusteeTransferor, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not Trust or the Indenture Trustee. Nothing in the ordinary course immediately preceding sentence applies to interests of or claims against the Indenture Trustee in its business, that no delegation individual capacity or will relieve the Servicer of its liability obligation to service and responsibility administer the Receivables in accordance with respect the Servicer’s customary and usual servicing procedures for servicing charge card receivables comparable to the Receivables and in accordance with the Account Guidelines. Each of the Indenture Trustee and the Owner Trustee agree that it shall promptly follow the instructions of the Servicer to withdraw funds from the applicable Issuer Account and to take any action required under any Supplemental Credit Enhancement Agreement or Derivative Agreement at such duties time as required under this Agreement, the Indenture or any Indenture Supplement. Each of the Indenture Trustee and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Owner Trustee shall execute and furnish the Servicer with any powers of attorney and other such documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and the Receivables in accordance with the provisions Account Agreements relating to the Accounts and the Account Guidelines and all applicable Requirements of this Agreement Law affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder, including all expenses related to enforcement of the Receivables and the Collateral Certificates, fees and disbursements of the Indenture Trustee and the Owner Trustee (including by reason the reasonable fees and expenses of their respective outside counsel) and independent accountants for the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Servicer.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) TRS has agreed to act, and has acted, as the Servicer under the Original Pooling Agreement and the Amended PSA, and TRS hereby agrees to act as the Servicer under this Agreement. The Certificateholders by their acceptance of the Certificates shall be deemed to consent to TRS acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect and deposit into the Collection Account payments due under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit or charge receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing applicable Credit Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection or enforcement proceedings with respect to such Receivables, Receivables and (iv) at the expense of the Transferors, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the “Commission”) and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirementregulations. In any action or proceeding that is described in clause (iii) of the preceding sentence, (A) the Servicer, whether acting in its own name or on behalf of another and whether acting alone or through another, represents each of the Transferors’, the Trust’s and the Trustee’s interests, (B) each of the Transferors, the Trust and the Trustee will be bound by that action or by any judgment or other ruling in that action or proceeding, and (vC) complete and final relief can be accorded among the parties to delegate certain of its servicingthat action or proceeding without joining any Transferor, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify Trust or the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not . Nothing in the ordinary course immediately preceding sentence applies to interests of or claims against the Trustee in its business, that no delegation individual capacity or will relieve the Servicer of its liability obligation to service and responsibility administer the Receivables in accordance with respect the Servicer’s customary and usual servicing procedures for servicing credit card receivables comparable to such duties the Receivables and that in accordance with the Rating Agency Condition shall have been satisfied with respect to any such delegationCredit Guidelines. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Account Agreements relating to the Accounts and the applicable Credit Guidelines and all applicable rules and regulations affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder including all expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including by reason the reasonable fees and expenses of its outside counsel) and independent accountants for the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Servicer.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Chase USA agrees to act as the Servicer under this Agreement. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall service and administer the Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, empowered unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Collateral Agent, the Indenture Trustee or the Owner Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Series Supplemental Bank Account or Sub-Account as set forth in this Agreement, the Indenture, the Asset Pool One Supplement or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement or Derivative Agreement, as set forth in this Agreement, the Asset Pool One Supplement, the Indenture or any Indenture Supplement, (iii) to instruct the Collateral Agent, the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (ivv) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (vi) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. Each of the Collateral Agent, the Indenture Trustee and (v) the Owner Trustee agrees that it shall promptly follow the instructions of the Servicer to delegate certain withdraw funds from the applicable Bank Account and to take any action required under any Supplemental Credit Enhancement or Derivative Agreement at such time as required under this Agreement, the Asset Pool One Supplement, the Indenture or any Indenture Supplement. Each of its servicingthe Collateral Agent, collection, enforcement the Indenture Trustee and administrative duties hereunder with respect the Owner Trustee shall execute at the Servicer’s written request such documents prepared by the Transferor and acceptable to the Accounts and Collateral Agent or the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Indenture Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions of this Agreement (including by reason Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of the application applicable credit card company, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall, on and after such time as Receivables are included as Trust Assets, pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the provisions of Section 9.02 or any court of competent jurisdiction ordering that Collateral Certificates and the Seller not transfer any additional Principal Receivables Receivables. Prior to the Trust) theninclusion of Receivables as Trust Assets, in any such event, expenses shall be paid by the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections Owner in accordance with Section 412.03. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card accounts covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) First USA agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to First USA acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.01, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer's written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (iup to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.05(c); (B) the Servicer agrees to give prompt apply such amounts as Collections in accordance with Article IV; and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written notice thereof off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Enhancement ProvidersRequirement of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) In the event that pursuant to subsection 2.04(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) BANA agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to BANA acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section Sections 4.02 and 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.01, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Credit Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer’s written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the TrustTrustee) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor’s inability to transfer such Receivables (ibut only from funds otherwise due to the Transferor under this Agreement and only up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.05(d); (B) the Servicer agrees to give prompt apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Trustee that are written notice thereof off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Trustee shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Enhancement ProvidersRequirements of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trustee shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) In the event that pursuant to subsection 2.04(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained in the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time. (g) To the extent this Agreement requires that certain actions were to be taken by the Servicer prior to the date hereof, the taking of such action by the Servicer at such time under the Pooling and Servicing Agreement, the Amended and Restated Pooling and Servicing Agreement, the Second Amended and Restated Pooling and Servicing Agreement, or the Third Amended and Restated Pooling and Servicing Agreement shall constitute satisfaction of such requirement.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Capital One agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Capital One acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit card and other revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Lending Guidelines. The Servicer shall have full power and authority, acting alone or through any party Person properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement, and (iii) to execute and deliver, on behalf of the Trust for or the benefit of the Certificateholders and the other BeneficiariesTrustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such ReceivablesReceivable. In any action or proceeding that is described in clause (iii) of the immediately preceding sentence, (ivI) to make any filingsthe Servicer, reports, notices, applications, registrations with, and seek any consents whether acting in its own name or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of another and whether acting alone or through another, adequately represents each of the Trust as may Transferor’s, the Trust’s, and the Trustee’s interests, (II) each of the Transferor, the Trust, and the Trustee will be necessary bound by that action or advisable to comply with by any Federal judgment or State securities laws or reporting requirementother ruling in that proceeding, and (vIII) complete and final relief can be accorded among the parties to delegate certain that action or proceeding without joining the Transferor, the Trust, or the Trustee. Nothing in the immediately preceding sentence applies to interests of or claims against the Trustee in its individual capacity or will relieve the Servicer of its servicingobligation to service and administer the Receivables in accordance with the Servicer’s customary and usual servicing procedures for servicing revolving credit receivables comparable to the Receivables, collectionthe Lending Guidelines, enforcement and administrative duties hereunder the applicable terms of this Agreement. (c) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card and revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Lending Agreements relating to the Accounts and the Lending Guidelines and this Agreement; providedall applicable rules and regulations of VISA, howeverMasterCard and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, that except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall notify pay out of its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, the Rating Agencies, any Paying Agent and any Enhancement Providers in writing of any such delegation Transfer Agent and Registrar (including the reasonable fees and expenses of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bcounsel) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 411.05 and fees and disbursements of independent accountants for the Servicer. (f) The Transferor will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. The Transferor shall give notice to the Trustee on the date on which such Investor Certificates are approved for such listing and within three (3) Business Days following receipt of notice by the Transferor of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Transferor, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Citibank agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Citibank acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.01 and provided Citibank is the Servicer and the Collection Account is maintained with Citibank, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state or foreign securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal Federal, state or State foreign securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, MasterCard, American Express and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including the reasonable fees and expenses of its counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Sellers (including other than Federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by reason the Sellers or the Trustee it will use its best efforts to obtain and maintain the listing of the application Investor Certificates of the provisions of Section 9.02 any Series or Class on any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in specified securities exchange. If any such eventrequest is made, the Servicer agrees (i) shall give notice to give prompt written the Sellers and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice thereof to by the Servicer of any Enhancement Providersactual, any Agent and each Rating Agency and (ii) that it shall in proposed or contemplated delisting of such Investor Certificates by any such event allocate after securities exchange. The Trustee or the occurrence of Servicer, each in its sole discretion, may terminate any listing on any such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, securities exchange at any time subject to the proviso notice requirements set forth in Section 2.06(bthe preceding sentence. (g) This Agreement is intended to amend, restate and modify the Second Amended and Restated Pooling and Servicing Agreement in its entirety, and, from and after the Amendment Date, all references to the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Citibank (South Dakota), National Association in its capacity as Servicer of receivables and related assets under the Prior Pooling and Servicing Agreement shall, by operation of law as a result of the Bank Merger, be references to have Citibank in its capacity as Servicer of receivables and related assets hereunder. All references in such payments applied instruments or document to Citibank in its capacity as Collections Servicer or receivable and related assets under the Second Amended and Restated Pooling and Servicing Agreement shall be references to Citibank in accordance its capacity as Servicer of receivables and related assets hereunder. (h) By operation of law as a result of the Bank Merger, Citibank is obligated to perform all of the obligations of Citibank (South Dakota), National Association, in its capacity as Servicer, under or in connection with Section 4the Prior Pooling and Servicing Agreement and any Supplement to the Prior Pooling and Servicing Agreement.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Capital One agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Capital One acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit card and other revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Lending Guidelines. The Servicer shall have full power and authority, acting alone or through any party Person properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit Servicer is hereby authorized and empowered, at the expense of the Certificateholders and the other BeneficiariesTransferor, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the “Commission”) and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish furnish, within a reasonable period of time, the Servicer with any powers of attorney and or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card and revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Lending Agreements relating to the Accounts and the Lending Guidelines and all applicable rules and regulations of this Agreement VISA, MasterCard and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including by reason the reasonable fees and expenses of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trustits counsel) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 411.05 and fees and disbursements of independent accountants for the Servicer. (f) The Transferor will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. The Transferor shall give notice to the Trustee on the date on which such Investor Certificates are approved for such listing and within three (3) Business Days following receipt of notice by the Transferor of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Transferor, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to the Seller acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.01, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Credit Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer’s written request such documents prepared by the Seller and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the order of any federal governmental agency having regulatory authority over the Seller or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Seller’s inability to transfer such Receivables (iup to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.05(d); (B) the Servicer agrees to give prompt apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Seller’s inability to transfer Receivables to the Trust that are written notice thereof off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Seller’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Enhancement ProvidersRequirement of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) In the event that pursuant to subsection 2.04(d), the Seller accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Seller or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Seller, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) TRS has agreed to act, and has acted, as the Servicer under the Original Pooling Agreement, and TRS hereby agrees to act as the Servicer under this Agreement. Investor Certificateholders by their acceptance of the Investor Certificates shall be deemed to consent to TRS acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale consumer charge card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer applicable Account Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals and payments and to instruct the Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account or any other account or accounts maintained for the benefit of the Certificateholders as set forth in this Agreement and any Supplement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct 10.01 of the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) Agreement to instruct the Trustee to take any action permitted or required or permitted under any Enhancement, Enhancement at such time as set forth in this Agreement and any Supplement (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, notices of applications, or registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities laws authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, requirements and (v) to delegate certain of its servicingservicer, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any FDC or other Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this AgreementAccount Guidelines; provided, however, that the Servicer shall notify the Trustee, the each Rating Agencies, any Agent and any Enhancement Providers Agency in writing of any such significant delegation of its duties to a Person other than FDC and which is not in the ordinary course of its the Servicer's business, that no . No such delegation will relieve the Servicer of its liability and responsibility with respect to such duties duties. The Trustee shall promptly follow the written instructions of the Servicer to withdraw funds from the Collection Account, the Special Funding Account and that any other account or accounts maintained for the Rating Agency Condition shall have been satisfied benefit of Certificateholders and with respect regard to any such delegationEnhancement. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and the Trustee shall not be held responsible for any act or omission by the Servicer in its use of such powers of attorney. (bc) In the event that the Seller a Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the order of any court of competent jurisdiction ordering that the Seller such Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Principal Collections, and all amounts which would have constituted Principal Collections but for such Transferor's inability to transfer such Receivables (i) up to give prompt written notice thereof an aggregate amount equal to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall the Trust Principal Component in any such event allocate after the occurrence Trust as of such event, payments on each Account date) in accordance with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), subsection 2.05(d) and to have apply such payments applied amounts as Collections in accordance with Section 4Article IV and (B) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clause (A) above, Principal Collections and all amounts which would have constituted Principal Collections but for such Transferor's inability to transfer Receivables to the Trust which are charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Collections but for such Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Collections for the purpose of calculating the applicable Invested Percentage thereunder; provided, that if the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall, in any such event, allocate, after the date that the Transferor becomes unable to do so, payments on the Accounts with respect to the receivables in such Accounts first to the oldest receivables in such Accounts. (d) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other consumer charge card receivables. (e) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of Receivables covering such actions with such insurers and in such amounts as the Servicer believes to be reasonable from time to time. (f) The Servicer shall apply payments received by the Servicer in respect of Accounts to Receivables and to Privileged Assets Billed Amounts in accordance with the applicable guidelines provided in the authorization agreement pursuant to which Cardmembers enroll in the Privileged Assets Program or as otherwise determined by the Servicer pursuant to a Cardmember request in accordance with the Servicer's practices for the Privileged Assets Program; provided, that in no event shall payments be applied as annuity contributions under the Privileged Assets Program in priority to past due card charges.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service servicing, administration and administer collection of the Receivables, shall collect payments due under the Pool Receivables and the other Transferred Assets shall charge-off be conducted by the Person designated as uncollectible Receivables, all the Servicer hereunder from time to time in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable this Section 3.01. Until the Indenture Trustee gives a Termination Notice to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default Cartus pursuant to Section 10.019.01, (i) Cartus is hereby designated, and Cartus hereby agrees to instruct act, as the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in Servicer under this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders Agreement and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, Transaction Documents with respect to the Pool Receivables andand the other Transferred Assets, after and each of Cartus, CFC, the delinquency Transferor, and the Issuer consents to Cartus acting as the Servicer. (b) In the ordinary course of any Receivable and business, the Servicer, with prior written notice to the extent permitted under and in compliance with applicable Requirements of LawIndenture Trustee, to commence enforcement proceedings with respect to such Receivables, (iv) to make may at any filings, reports, notices, applications, registrations with, and seek any consents time delegate part or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain all of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Receivables and the Receivables other Transferred Assets to any Person who agrees Affiliates of Realogy that agree to conduct such duties in accordance with the Floorplan Financing Guidelines Credit and Collection Policy and this Agreement; provided. Each such Subsidiary to whom any such duties are delegated in accordance with this Section 3.01(b) is referred to herein as a “Sub-Servicer.” Notwithstanding any such delegation by the Servicer, however, that the Servicer shall notify remain liable for the Trusteeperformance of all duties and obligations of the Servicer pursuant to the terms of this Agreement and the other Transaction Documents, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is shall not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties duties. The fees and that expenses of any such Sub-Servicers shall be as agreed between the Rating Agency Condition Servicer and such Sub-Servicers from time to time, and none of the Issuer, the Indenture Trustee or the holders of any Notes issued by the Issuer under the Indenture shall have been satisfied with respect any responsibility therefor. Upon any termination of a Servicer pursuant to any Section 9.01, all Sub-Servicers designated pursuant to this Section 3.01(b) by such delegation. The Trustee Servicer also shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderbe automatically terminated. (bc) In The designation of the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of Servicer (and each Sub-Servicer) under this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) thenand, in the case of any such eventSub-Servicer, under the agreement or other document pursuant to which the Servicer agrees (imakes a delegation of servicing duties to such Sub-Servicer) to give prompt written notice thereof to any Enhancement Providers, any Agent shall automatically cease and each Rating Agency and (ii) that it shall in any such event allocate after terminate on the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Final Payout Date.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The CompuCredit agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to CompuCredit acting as Servicer. (b) As Servicer, the Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As Servicer, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; PROVIDED, HOWEVER, that subject to the rights of the Owner Trustee, the Issuer and the Indenture Trustee hereunder, CFC shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder. Without limiting the generality of the foregoing and subject to Section 10.01SECTION 8.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01SECTION 8.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesIssuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivable and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust Issuer as may be necessary or advisable to comply with any Federal federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts regulations. The Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee upon reasonable request therefor shall furnish the Servicer with any powers of attorney and other documents in their possession necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA and MasterCard, except insofar as any failure to so comply or perform would not have an Adverse Effect. (e) The Servicer shall pay out of its own funds, without reimbursement (except as provided in SECTION 3.02), all expenses incurred in connection with the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee (as such and in its individual capacity), the Administrator and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. (f) The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Issuer or the Issuer's assets that are not expressly stated in this Agreement to be payable by the Issuer or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account interest or penalties with respect to thereto, assessed on the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(bIssuer), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Bank agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to the Bank acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card and other consumer revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Lending Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.0110.01 and provided the Bank is the Servicer, the Servicer or its designee (rather than the Trustee) is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish the Servicer with any powers of attorney and or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card and consumer revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Lending Agreements relating to the Accounts and the Lending Guidelines and all applicable rules and regulations of this Agreement VISA, MasterCard and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including by reason the reasonable fees and expenses of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trustits counsel) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 411.05, fees and disbursements of independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Transferors (other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by the Transferors it will use its best efforts at the expense of the Transferors to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. If any such request is made, the Servicer shall give notice to the Transferors and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Transferors may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Company and the Administrative Agent hereby appoint Bluestem Brands, Inc. to act as Servicer under this Agreement, and Bluestem Brands, Inc. hereby agrees to act as the Servicer under this Agreement until terminated in accordance with the terms hereof. (b) As agent for the Company and the Administrative Agent, the Servicer shall service and administer the Underlying Receivables, shall collect payments due record receipt of all Collections, shall allocate amounts received under the Underlying Receivables and deposited in the Lockbox Account to the Principal Collections Account and the Finance Charge Collections Account, pursuant to Section 2.03, and shall charge-charge off as uncollectible ReceivablesUnderlying Receivables in Defaulted Accounts, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit account receivables and closed-end installment loan account receivables, in each case, comparable to the Underlying Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Operational Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, and agrees, unless such power and authority is revoked by the Trustee Collateral Agent on account of the occurrence of a Service Default pursuant to Section 10.01Servicer Default, (i) to instruct the Trustee Receivables Obligors to make withdrawals and payments from deposit Collections in the Collection US Bank Account and any Series or the Lockbox Account, (ii) to allocate Collections to the Principal Collections Account or the Finance Charge Collections Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, Section 2.03 hereto and (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCompany, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Underlying Receivables and, after the delinquency of any Underlying Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationUnderlying Receivable. The Trustee Company upon written request therefor shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Underlying Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit account receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust applicable Receivables Accounts and Underlying Receivables in all material respects in accordance with the provisions Receivables Account Agreements relating to the Receivables Accounts and the Operational Guidelines. (e) The Servicer shall pay out of this Agreement (its own funds all expenses incurred in connection with the servicing activities hereunder including by reason expenses related to enforcement of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such eventUnderlying Receivables, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providersreasonable fees and expenses of its outside counsel and independent accountants and all other fees and expenses, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after including the occurrence costs of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4filing UCC continuation statements.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementEnhancement Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee or the Owner Trustee, on behalf of the Trust, shall furnish the Servicer Servicer, at its written request therefor, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of an Insolvency Event occurring with respect to the application of Seller, the provisions of Section 9.02 Servicer, DCFS or DaimlerChrysler, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to the Trust, the Trustee, any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section Sections 4.03 and 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service servicing, administration and administer collection of the Pool Receivables, shall collect payments due under the Fee Receivables and the other Pledged Assets shall charge-off be conducted by the Person designated as uncollectible Receivables, all the Servicer hereunder from time to time in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelinesthis Section 3.01. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by Until the Trustee on account of the occurrence of gives a Service Default Termination Notice to Cartus pursuant to Section 10.019.01, (i) Cartus is hereby designated, and Cartus hereby agrees to instruct act, as the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in Servicer under this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders Agreement and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, Transaction Documents with respect to the Pool Receivables, the Fee Receivables andand the other Pledged Assets, after and each of Cartus, CRC and the delinquency Issuer consents to Cartus acting as the Servicer. (b) In the ordinary course of any Receivable and business, the Servicer, with prior written notice to the extent permitted under and in compliance with applicable Requirements of LawTrustee, to commence enforcement proceedings with respect to such Receivables, (iv) to make may at any filings, reports, notices, applications, registrations with, and seek any consents time delegate part or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain all of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Receivables and the Receivables other Pledged Assets to any Person who agrees sub-servicers that agree to conduct such duties in accordance with the Floorplan Financing Guidelines Credit and Collection Policy and this Agreement; provided. Each such sub-servicer to whom any such duties are delegated in accordance with this Section 3.01(b) is referred to herein as a “Sub-Servicer.” Notwithstanding any such delegation by the Servicer, however, that the Servicer shall notify remain liable for the Trusteeperformance of all duties and obligations of the Servicer pursuant to the terms of this Agreement and the other Transaction Documents, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is shall not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties duties. The fees and that expenses of any such Sub-Servicers shall be as agreed between the Rating Agency Condition Servicer and such Sub-Servicers from time to time, and none of the Issuer, the Trustee or the holders of any Notes issued by the Issuer under the Indenture shall have been satisfied with respect any responsibility therefor. Upon any termination of a Servicer pursuant to Section 9.01, all Sub-Servicers designated pursuant to this Section 3.01(b) by such Servicer also shall be automatically terminated without payment of any such delegation. The fees by the Trustee shall furnish or the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderNoteholders. (bc) In The designation of the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of Servicer (and each Sub-Servicer) under this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) thenand, in the case of any such eventSub-Servicer, under the agreement or other document pursuant to which the Servicer agrees (imakes a delegation of servicing duties to such Sub-Servicer) to give prompt written notice thereof to any Enhancement Providers, any Agent shall automatically cease and each Rating Agency and (ii) that it shall in any such event allocate after terminate on the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Final Payout Date.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the North Carolina Trust authorizes Regional Management to act as initial Servicer (but without transfer to Regional Management of the Issuer’s right to service the Loans) and Regional Management agrees to act as the initial Servicer, in each case hereunder. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which the Servicer services for its own account Loans and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder and under the 2024-1A SUBI Servicing Agreement, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make or cause to be made withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, Issuer any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and all other comparable instruments, the North Carolina Trust with respect to Loans (including Renewal Loans) in accordance with the Receivables and, requirements of this Agreement and the 2024-1A SUBI Servicing Agreement and after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations withLoans. The Issuer, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without payment or reimbursement therefor (except as provided in Section 3.02 hereof), all fees, costs and expenses incurred by the event that Servicer in connection with the Seller is unable servicing activities hereunder and under the 2024-1A SUBI Servicing Agreement, including expenses related to enforcement of the Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Contract other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Contracts; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementEnhancement Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee or the Owner Trustee, on behalf of the Trust, shall furnish the Servicer Servicer, at its written request therefor, with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.. 41 (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of an Insolvency Event occurring with respect to the application of Seller, the provisions of Section 9.02 Servicer, DCS or DaimlerChrysler, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to the Trust, the Trustee, any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section Sections 4.03 and 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the Issuer Loan Trustee for the benefit of the Issuer authorizes OneMain Financial to act as initial Servicer (but without transfer to OneMain Financial of each of the Issuer’s and the Issuer Loan Trustee for the benefit of the Issuer’s right to service the Loans) and OneMain Financial agrees to act as the initial Servicer. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which the Servicer services for its own account Loans and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Issuer and the Issuer Loan Trustee for the benefit of the Certificateholders and the other BeneficiariesIssuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and the Issuer Loan Trustee, Renewals with respect to Loans in accordance with the requirements of this Agreement and the Loan Purchase Agreement and to execute and deliver all other comparable instruments, with respect to the Receivables Loans and, after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations fromLoans. The Issuer, the Securities and Exchange Commission and any State securities authority on behalf Issuer Loan Trustee for the benefit of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Issuer and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee, the Issuer Loan Trustee for the benefit of the Issuer or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without reimbursement (except as provided in Section 3.02 hereof), all expenses incurred in connection with the event that servicing activities hereunder including expenses related to enforcement of the Seller is unable Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Loan Agreement other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Loan Agreements; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Citibank (South Dakota) agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Citibank (South Dakota) acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.01 and provided Citibank (South Dakota) is the Servicer and the Collection Account is maintained with Citibank (South Dakota), the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, MasterCard and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including the reasonable fees and expenses of its counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Sellers (including other than Federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by reason the Sellers or the Trustee it will use its best efforts to obtain and maintain the listing of the application Investor Certificates of the provisions of Section 9.02 any Series or Class on any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in specified securities exchange. If any such eventrequest is made, the Servicer agrees (i) shall give notice to give prompt written the Sellers and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice thereof to by the Servicer of any Enhancement Providersactual, any Agent and each Rating Agency and (ii) that it shall in proposed or contemplated delisting of such Investor Certificates by any such event allocate after securities exchange. The Trustee or the occurrence of Servicer, each in its sole discretion, may terminate any listing on any such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, securities exchange at any time subject to the proviso notice requirements set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) TRS has agreed to act, and has acted, as the Servicer under the Original Pooling Agreement, and TRS hereby agrees to act as the Servicer under this Agreement. The Certificateholders by their acceptance of the Certificates shall be deemed to consent to TRS acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect and deposit into the Collection Account payments due under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit or charge receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing applicable Credit Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) at the expense of the Transferors, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the "Commission") and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationregulations. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Account Agreements relating to the Accounts and the applicable Credit Guidelines and all applicable rules and regulations affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder including all expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including by reason the reasonable fees and expenses of its outside counsel) and independent accountants for the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Servicer.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) HSBC Finance Corporation agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to HSBC Finance Corporation acting as Servicer. (b) The Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, the Transferor shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents in such Person’s possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Agreements relating to the Accounts and the Credit Guidelines and all applicable rules and regulations of MasterCard, VISA, and other credit card associations, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay from the Servicing Fee, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee (as such) and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust’s assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Chase Bank agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to Chase Bank acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account, the Excess Funding Account, or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Credit Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer's written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 9.2 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (iup to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer agrees to give prompt apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written notice thereof off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Enhancement ProvidersRequirement of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) In the event that pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Profxxxx'x, Xxc. hereby agrees to act as the Servicer under this Agreement. The Investor Certificateholders, by their acceptance of the Investor Certificates, consent to Profxxxx'x, Xxc., acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing policies and procedures in effect for servicing wholesale consumer revolving credit card accounts receivables comparable to the Receivables which the Servicer services for its own account Receivables, as such policies and procedures may be modified from time to time, and in accordance with the Floorplan Financing Guidelines. The Servicer applicable Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer has designated its Affiliate, McRax'x, Xxc., as the initial Subservicer. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals and payments and to instruct the Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account or any other account or accounts maintained for the benefit of the Certificateholders or with regard to any Enhancement as set forth in this Agreement and any Supplement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action permitted or required or permitted under any EnhancementEnhancement at such time as is set forth in this Agreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, or registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority or "blue sky" law authorities on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or "blue sky" laws or reporting requirementrequirements. Prior to receipt by a Responsible Officer of the Trustee of written notice of a Servicer Default, the Trustee shall promptly follow the written instructions of the Servicer to withdraw funds from the Collection Account and (v) to delegate certain any other account or accounts maintained for the benefit of its servicing, collection, enforcement and administrative duties hereunder the Certificateholders or with respect to the Accounts and the Receivables regard to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationEnhancement. The Trustee shall furnish the Servicer with any limited powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Trustee shall not be held responsible for any act or omission by the Servicer in its use of such powers of attorney. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 9.2 or the order of any Federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Collections (iincluding Collections of Finance Charge Receivables) with respect to give prompt written notice thereof Principal Receivables, and all amounts which would have constituted Collections (including Collections of Finance Charge Receivables) with respect to such Receivables which would have been Principal Receivables but for the Transferor's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the Aggregate Principal Receivables in the Trust as of such date) in accordance with Section 2.5(d) and to apply such amounts as Collections in accordance with Article IV and (B) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clause (A) above, Collections of Principal Receivables and all amounts which would have constituted Collections of Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust which are charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Collections of Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Collections of Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder; provided, that if the Servicer is unable pursuant to any Enhancement ProvidersRequirement of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall shall, in any such event allocate event, allocate, after the occurrence of such eventdate that the Transferor becomes unable to do so, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of Receivable in such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. (d) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other consumer revolving credit card account receivables. (e) The Servicer shall maintain fidelity bond or insurance coverage against losses through wrongdoing of its officers and employees who are involved in the servicing of Receivables covering such actions with such insurers and in such amounts as the Servicer believes to be reasonable from time to time. (f) The Servicer shall comply with and perform its obligations under the Account Agreements and the Credit Card Guidelines except insofar as any failure to so comply would not materially and adversely affect the rights of the Trust or the Certificateholders hereunder or under the Certificates.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) TRS has agreed to act, and has acted, as the Servicer under the Original Transfer Agreement and this Agreement, and TRS hereby agrees to act as the Servicer under this Agreement. The Noteholders, by their acceptance of the Notes, shall be deemed to consent to TRS acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect and deposit into the Collection Account, the Overconcentration Account, the Excess Funding Account or any Supplemental Issuer Account or Sub-Account payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale charge receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Account Guidelines. The Servicer shall service and administer the Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.019.1, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.019.1, (i) to instruct the Indenture Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Overconcentration Account, the Excess Funding Account and any Series Supplemental Issuer Account or Sub-Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement Agreement or Derivative Agreement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to instruct the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection or enforcement proceedings with respect to such Receivables, (ivv) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (vi) at the expense of the Transferor, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Indenture Trustee and the Receivables Owner Trustee agree that it shall promptly follow the instructions of the Servicer to withdraw funds from the applicable Issuer Account and to take any Person who agrees to conduct action required under any Supplemental Credit Enhancement Agreement or Derivative Agreement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, Indenture or any Agent Indenture Supplement. Each of the Indenture Trustee and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Owner Trustee shall execute and furnish the Servicer with any powers of attorney and other such documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and the Receivables in accordance with the provisions Account Agreements relating to the Accounts and the Account Guidelines and all applicable rules and regulations affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder, including all expenses related to enforcement of the Receivables and the Collateral Certificates, fees and disbursements of the Indenture Trustee and the Owner Trustee (including by reason the reasonable fees and expenses of their respective outside counsel) and independent accountants for the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Servicer.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Muehlstein agrees to act as the Servicer for the benefit of the Certificateholders under this Agreement (subject to Article X) and the Certificateholders by their acceptance of the Certificates consent to Muehlstein so acting as Servicer. (b) The Servicer shall service (subject to Article X) enforce its respective rights and administer the Receivablesinterests in, shall collect payments due to and under the Receivables and the other Trust Assets on behalf of the Trust. The Servicer shall charge-off service, administer and collect the Receivables and, in connection therewith, the Servicer shall take or cause to be taken all such actions as uncollectible Receivablesmay be necessary or advisable to collect each Receivable from time to time, all in accordance with its customary applicable laws, rules and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account regulations, with reasonable care and diligence, and in accordance with the Floorplan Financing Guidelines. Muehlstein Credit Policy Manual; provided, however, that in the event the Trustee is acting as Servicer hereunder, it shall service the Receivables in accordance with customary industry standards in effect from time to time. (c) Provided that no Trust Early Amortization Event or Servicer Default shall have occurred and be continuing, and no Partial Amortization Period shall have commenced and be continuing, the Servicer may, in accordance with the Muehlstein Credit Policy Manual, extend the maturity, adjust the Outstanding Balance, or otherwise modify the terms of any Defaulted Receivable or amend, modify or waive any payment term or condition of any invoice related thereto, all as it may determine to be appropriate to maximize Collections thereof; provided that, for all purposes hereunder, any such Receivable shall remain a "Defaulted Receivable" in the amount of its Outstanding Balance (without giving effect to any such extension, adjustment, amendment, modification or waiver) until paid in full or charged off as uncollectible. (d) The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, subject to the terms and conditions of this Agreement and the applicable Supplement. Without limiting the generality of the foregoing and subject to Section 10.0110.01 and any limitations provided in any Supplement, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to instruct the Trustee to make withdrawals and payments from the Collection Account Concentration Account, subject to the limitations set forth in Section 4.02(a) and any Series Account as otherwise set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute make withdrawals and deliver, on behalf of payments from the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountSeries Accounts, subject to the proviso limitations set forth in Section 2.06(b)the related Supplement and as otherwise set forth in this Agreement, Pooling and to have such payments applied as Collections in accordance with Section 4.Servicing Agreement

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Transferor hereby appoints BBD as the Servicer under this Agreement and BBD hereby accepts such appointment and agrees to act as the Servicer under this Agreement. The Noteholders, by their acceptance of the Notes, shall be deemed to consent to BBD acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect and deposit into the Collection Account, the Excess Funding Account or any Supplemental Issuer Account payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Account Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.016.1, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Indenture Trustee in the Monthly Servicer’s Certificate and/or the Daily Servicer’s Certificate to make deposits into, make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Series Supplemental Issuer Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement Agreement or Derivative Agreement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to instruct the Indenture Trustee or the Trust in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection or enforcement proceedings with respect to such Receivables, and (ivv) at the expense of the Transferor, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities or reporting requirements or other laws or reporting requirementregulations. In any action or proceeding that is described in clause (iv) of the preceding sentence, (A) the Servicer, whether acting in its own name or on behalf of another and whether acting alone or through another, adequately represents each of the Transferor’s, the Trust’s and the Indenture Trustee’s interests, (B) each of the Transferor, the Trust and the Indenture Trustee will be bound by that action or by any judgment or other ruling in that proceeding, and (vC) complete and final relief can be accorded among the parties to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to that action or proceeding without joining the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the TrusteeTransferor, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not Trust or the Indenture Trustee. Nothing in the ordinary course immediately preceding sentence applies to interests of or claims against the Indenture Trustee in its business, that no delegation individual capacity or will relieve the Servicer of its liability obligation to service and responsibility administer the Receivables in accordance with respect the Servicer’s customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines. Each of the Indenture Trustee and the Trust agree that it shall promptly follow the instructions of the Servicer to withdraw funds from the applicable Issuer Account and to take any action required under any Supplemental Credit Enhancement Agreement or Derivative Agreement at such duties time as required under this Agreement, the Indenture or any Indenture Supplement. Each of the Indenture Trustee and that the Rating Agency Condition Trust shall have been satisfied with respect to any such delegation. The Trustee shall execute and furnish the Servicer with any powers of attorney and other such documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and the Receivables in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables Account Agreements relating to the TrustAccounts and the Account Guidelines and all applicable Requirements of Law affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) then, in any such eventExcept as otherwise provided herein, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providersshall pay out of its own funds, any Agent and each Rating Agency and (ii) that it shall without reimbursement, all expenses incurred in any such event allocate after connection with the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4servicing activities hereunder.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Retailers National Bank agrees to act as Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Retailers National Bank acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card and other consumer open end credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.0110.1 and provided Retailers National Bank is the Servicer, the Servicer or its designee (rather than the Trustee) is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.1, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreementrequirements; provided, however, that the Servicer shall notify the Trusteeinitially, the Rating Agencies, Transferor shall make any Agent filings with the Commission and any Enhancement Providers in writing under state securities laws on behalf of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationTrust. The Trustee shall furnish the Servicer with any powers of attorney and or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall be liable for the payment, without reimbursement, of this Agreement all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including by reason the reasonable fees and expenses of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trustits counsel) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 411.5, fees and disbursements of independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust, the Investor Certificateholders of a Series or the Transferor (other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by the Transferor it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. If any such request is made, the Servicer shall give notice to the Transferor and the Trustee on the date on which such Investor Certificates are approved for such listing. Within three Business Days following receipt of notice by the Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange the Servicer, in its sole discretion, may terminate any listing on any such securities exchange.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) TRS has agreed to act, and has acted, as the Servicer under the Original Pooling Agreement and the Amended PSA, and TRS hereby agrees to act as the Servicer under this Agreement. The Certificateholders by their acceptance of the Certificates shall be deemed to consent to TRS acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect and deposit into the Collection Account payments due under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit or charge receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing applicable Credit Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) at the expense of the Transferors, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the "Commission") and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationregulations. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Account Agreements relating to the Accounts and the applicable Credit Guidelines and all applicable rules and regulations affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder including all expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including by reason the reasonable fees and expenses of its outside counsel) and independent accountants for the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Servicer.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The ABC agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to ABC acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables), shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, ABRC shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts regulations. The Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) [Servicer Name] agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to [Servicer Name] acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale consumer credit card and other consumer revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Lending Guidelines. The Servicer shall have full power and authority, acting alone or through any party Person properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.0110.01 and provided [Servicer Name] is the Servicer, the Servicer or its designee (other than the Trustee) is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the "Commission") and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish furnish, within a reasonable period of time, the Servicer with any powers of attorney and or other documents requested by the Servicer and reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use servicing procedures, offices, employees or accounts for servicing the event that Receivables separate from the Seller is unable for any reason to transfer Receivables servicing procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card and consumer revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Dealer FloorPlan Agreements, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses -38- 44 related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including by reason the reasonable fees and expenses of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trustits counsel) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 411.05, fees and disbursements of independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Depositor (other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust).

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary Customary Servicing Practices in effect from time to time, using that same degree of skill and usual servicing procedures for servicing attention that the Servicer exercises with respect to all comparable wholesale receivables comparable to the Receivables which the Servicer that it services for its own account and in accordance with the Floorplan Financing Guidelinesitself or others. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.017.1, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Owner Trustee on account of the occurrence of a Service Servicing Default pursuant to Section 10.017.1, (i) to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Owner Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders Residual Interestholder and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, and (v) to delegate certain all or any of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement, in each case if and to the extent applicable to the performance of such duties; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationduties. The Owner Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to the Owner Trustee, the Indenture Trustee, any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.8.2 of the

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which that the Servicer services for its own account or others and in accordance in all material respects with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.017.1, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Owner Trustee on account of the occurrence of a Service Servicing Default pursuant to Section 10.017.1, (i) to instruct the Indenture Trustee in writing to make withdrawals and payments from from, and deposits to, the Collection Account Trust Accounts and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders Residual Interestholder and the other BeneficiariesHolders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iviii) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, and (viv) to delegate certain all or any of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement, in each case if and to the extent applicable to the performance of such duties; provided, however, that the Servicer shall notify remain primarily liable for the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing performance of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationduties. The Owner Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that If the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providersthe Owner Trustee, the Indenture Trustee, any Agent and each Rating Agency and (ii) that that, unless otherwise required by law or contract, it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 48.2 of the Indenture. (c) The Servicer shall not, and any Successor Servicer shall not be obligated to, use separate servicing procedures, offices, employees or accounts for servicing the Conveyed Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Financing Agreements relating to the Accounts and the Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Trust or any of the Holders. Subject to compliance with all Requirements of Law, the Servicer may change the terms and provisions of the Financing Agreements or the Financing Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the rate of the finance charge assessed under these agreements) if: (i) as a result of such change, in the reasonable judgment of the Servicer, no Early Amortization Event shall occur or is reasonably likely to occur in the future, and none of the Residual Interestholder or Holders shall be materially adversely affected (it being understood that any reduction in the rate paid by Accounts will not materially adversely affect the Residual Interestholder or Holders if it satisfies the condition in clause (iii) below); (ii) such change is made applicable to the comparable segment of accounts owned or serviced by the Servicer that have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change; and (iii) in the case of a reduction in the rate of such finance charges, the Servicer does not reasonably expect any such reduction to result in the failure to collect Non-Principal Collections in an amount necessary to pay the monthly interest to all Interestholders (other than the Seller or one of its Affiliates) plus the Monthly Servicing Fee with respect to all outstanding Series, under the applicable Series Supplement. The Servicer will provide written notice to the Rating Agencies of any change to the terms and provisions of the Financing Guidelines affecting the determination of Defaulted Amounts as soon as the Servicer becomes aware of such change. No such change may be made if it represents a material modification of the key provisions of the previously Conveyed Receivables, to the extent such Receivables are not in default. Nothing contained in this Section 3.1(d), in and of itself, permits the Servicer to sell any of the Receivables. (e) For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Trust, the Owner Trustee or the Indenture Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly set forth herein or otherwise authorized by the Trust, the Servicer shall have no authority to act for or represent the Trust, the Owner Trustee or the Indenture Trustee in any way and shall not otherwise be deemed an agent of the Trust, the Owner Trustee or the Indenture Trustee.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The CompuCredit agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to CompuCredit acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect and deposit into the Collection Account payments due under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Trustee and the Certificateholders hereunder, CompuCredit Funding shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationregulations. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement (except as provided in Section 3.02), all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) FNBO agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to FNBO's acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, authority acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account or any Investor Account or Series Account to the extent and as set forth in this Agreement and the applicable Supplement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.01, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency Delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer's written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (i) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.05(e); (ii) the Servicer agrees to apply such amounts as Collections in accordance with Article IV; and (iii) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (e) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time. (f) The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent of the Trustee.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Fremont Financial agrees to act, and is hereby appointed by the Trustee and the Transferor to act, as the Servicer under this Agreement, and all Certificateholders, including the CP Issuer and the Transferor, by their acceptance of the Certificates consent to Fremont Financial acting as Servicer. The Servicer shall service services and administer administers the Receivables, shall collect Advances and collects payments due under the Receivables Advances for the benefit of the Transferor and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables advances owned by it and comparable to the Receivables which the Servicer services for its own account Advances and in accordance with the Floorplan Financing Guidelines. The Servicer shall have Credit and Collection Policy and has the full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that if Fremont Financial is no longer the Servicer, the Servicer shall service the Advances in accordance with the standards that would be employed by a prudent institution in servicing comparable advances for its own account. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, : (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables Advances and, after the delinquency of any Receivable Advance and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such ReceivablesAdvance, and (iviii) to make any filings, reports, notices, applications, registrations with, and to seek any consents consent or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary requirements or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderlaws. (b) In The Servicer will not and no Successor Servicer shall be obligated to use separate servicing procedures, offices, employees, or accounts for servicing the event that Advances from the Seller is unable for any reason to transfer Receivables to procedures, offices, employees, and accounts used by the Trust Servicer or such Successor Servicer, as the case may be, in accordance connection with the provisions of this Agreement (including by reason servicing other advances of the application same type. (c) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.servicing of

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Travelers Bank & Trust, fsb agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Travelers Bank & Trust, fsb acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.0110.01 and provided Travelers Bank & Trust, fsb is the Servicer, the Servicer or its designee (rather than the Trustee) is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish the Servicer with any powers of attorney and or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Cardholder Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, MasterCard and any other similar entity or organization relating to any other type of consumer revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including the reasonable fees and expenses of its counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC financing and continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by reason the Transferor it will use its reasonable best efforts to obtain and maintain the listing of the application Investor Certificates of the provisions of Section 9.02 any Series or Class on any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in specified security exchange. If any such eventrequest is made, the Servicer agrees (i) shall give notice to give prompt written the Transferor and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice thereof to by the Servicer of any Enhancement Providersactual, any Agent and each Rating Agency and (ii) that it shall in proposed or contemplated delisting of such Investor Certificates by any such event allocate after securities exchange. The Trustee or the occurrence of Servicer, each in its sole discretion, may terminate any listing on any such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, securities exchange at any time subject to the proviso notice requirements set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the North Carolina Trust authorizes Regional Management to act as initial Servicer (but without transfer to Regional Management of the Issuer’s right to service the Loans) and Regional Management agrees to act as the initial Servicer, in each case hereunder. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which the Servicer services for its own account Loans and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder and under the 2018-1A SUBI Servicing Agreement, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, Issuer any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and all other comparable instruments, the North Carolina Trust with respect to Loans in accordance with the Receivables and, requirements of this Agreement and the 2018-1A SUBI Servicing Agreement and after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations withLoans. The Issuer, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without reimbursement (except as provided in Section 3.02 hereof), all expenses incurred in connection with the event that servicing activities hereunder including expenses related to enforcement of the Seller is unable Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Contract other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Contracts; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) TRS agrees to act as the Servicer under this Agreement. The Noteholders, by their acceptance of the Notes, shall be deemed to consent to TRS acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect and deposit into the Collection Account, the Overconcentration Account, the Excess Funding Account or any Supplemental Issuer Account or Sub-Account payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale charge receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Account Guidelines. The Servicer shall service and administer the Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.019.1, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.019.1, (i) to instruct the Indenture Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Overconcentration Account, the Excess Funding Account and any Series Supplemental Issuer Account or Sub-Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement Agreement or Derivative Agreement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to instruct the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence collection or enforcement proceedings with respect to such Receivables, (ivv) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (vi) at the expense of the Transferor, to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Indenture Trustee and the Receivables Owner Trustee agree that it shall promptly follow the instructions of the Servicer to withdraw funds from the applicable Issuer Account and to take any Person who agrees to conduct action required under any Supplemental Credit Enhancement Agreement or Derivative Agreement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, Indenture or any Agent Indenture Supplement. Each of the Indenture Trustee and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Owner Trustee shall execute and furnish the Servicer with any powers of attorney and other such documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other comparable receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and the Receivables in accordance with the provisions Account Agreements relating to the Accounts and the Account Guidelines and all applicable rules and regulations affecting the Accounts and the Receivables, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement, all expenses incurred in connection with the servicing activities hereunder, including all expenses related to enforcement of the Receivables and the Collateral Certificates, fees and disbursements of the Indenture Trustee and the Owner Trustee (including by reason the reasonable fees and expenses of their respective outside counsel) and independent accountants for the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Servicer.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Pier 1 agrees to act as Servicer under this Agreement, and the Certificateholders by their acceptance of Certificates consent to Pier 1 acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to an Affiliate of Pier 1 acting as Servicer hereunder, in full substitution for Pier 1; provided that such Affiliate acting as Servicer shall expressly assume in writing (unless such assumption occurs by operation of law), by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Servicer, as applicable hereunder, and shall in all respects be designated the Servicer under this Agreement; provided, further, that Pier 1 will remain jointly and severally liable with such Affiliate. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card and other consumer open end credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing foregoing, and subject to Section 10.0110.1 and provided Pier 1 is the Servicer, the Servicer or its designee (rather than the Trustee) is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Principal Account, the Finance Charge Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.1, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreementrequirements; provided, however, that the Servicer shall notify the Trusteeinitially, the Rating Agencies, Transferor shall make any Agent filings with the Commission and any Enhancement Providers in writing under state securities laws on behalf of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationTrust. The Trustee shall furnish the Servicer with any powers of attorney and or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall be liable for the payment, without reimbursement, of this Agreement all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including by reason the reasonable fees and expenses of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trustits counsel) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 411.5, fees and disbursements of independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust, the Investor Certificateholders of a Series or the Transferor (other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by the Transferor it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. If any such request is made, the Servicer shall give notice to the Transferor and the Trustee of the date on which such Investor Certificates are approved for such listing. Within three Business Days following receipt of notice by the Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange the Servicer, in its sole discretion, may terminate any listing on any such securities exchange.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) In connection with and in consideration for the acquisition of the Receivables by JCPR from JCPenney in accordance with the Receivables Purchase Agreement, and on behalf of JCPR to facilitate the secured credit- enhanced financing for JCPR contemplated by this Agreement, JCPenney agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Investor Certificates consent to JCPenney acting as Servicer. (b) Notwithstanding subsection 6.3(b), the Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee to make withdrawals and payments from the Collection Principal Account and any Series the Finance Charge Account in accordance with such instructions as set forth in this Agreement, (iiiii) to instruct unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to take Section 10.1, to make draws on any action required or permitted under any EnhancementLetter of Credit as set forth in this Agreement, and (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, . The Trustee agrees that it shall promptly follow the Securities and Exchange Commission and any State securities authority on behalf instructions of the Trust as may be necessary or advisable Servicer to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to withdraw funds from the Accounts Principal Account and the Receivables to Finance Charge Account and make drawings under any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing Letter of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationCredit. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bi) In the event that the Seller JCPR is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement and any Supplement (including including, without limitation, by reason of the application occurrence of a Bankruptcy Event or its inability to obtain Receivables from JCPenney for any reason) then, in any such event, (A) the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables Servicer agrees to allocate and pay to the Trust, after such date, all Collections in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust. (ii) In the event that pursuant to subsection 2.4(d), JCPR accepts a retransfer of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees (i) to give prompt written notice thereof allocate payments received in respect of the Account giving rise to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account Receivable first to the oldest principal balance total amount of such Account, subject Receivables of the appropriate Obligor retained in the Trust and thereafter to the proviso set forth total amount owing by such Obligor on any Ineligible Receivables retransferred to JCPR. (d) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in Section 2.06(b), connection with servicing other credit card receivables. (e) The Servicer shall not be required to maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and to have such payments applied as Collections employees who are involved in accordance with Section 4the servicing of credit card receivables.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Chase USA agrees to act as the Servicer under this Agreement. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall service and administer the Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, empowered unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the applicable Collateral Agent, the Indenture Trustee or the Owner Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Series Supplemental Bank Account or Sub-Account as set forth in this Agreement, the Indenture, the applicable Asset Pool Supplement or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement or Derivative Agreement, as set forth in this Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture Supplement, (iii) to instruct the applicable Collateral Agent, the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (ivv) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (vi) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. Each of the Collateral Agents, the Indenture Trustee and (v) the Owner Trustee agree that it shall promptly follow the instructions of the Servicer to delegate certain withdraw funds from the applicable Bank Account and to take any action required under any Supplemental Credit Enhancement or Derivative Agreement at such time as required under this Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture Supplement. Each of its servicingthe Collateral Agents, collection, enforcement the Indenture Trustee and administrative duties hereunder with respect the Owner Trustee shall execute at the Servicer’s written request such documents prepared by any Transferor and acceptable to the Accounts and applicable Collateral Agent or the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Indenture Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions of this Agreement (including by reason Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of the application applicable credit card company, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall, on and after such time as Receivables are included as Trust Assets, pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the provisions of Section 9.02 or any court of competent jurisdiction ordering that Collateral Certificates and the Seller not transfer any additional Principal Receivables Receivables. Prior to the Trust) theninclusion of Receivables as Trust Assets, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and expenses shall be paid by each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections Transferor in accordance with Section 412.03. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card accounts covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) CCIA agrees to act as the initial Servicer under this Agreement. The parties hereto agree and acknowledge that Barclays Bank will provide certain transitional services to CCIA during the term of the Transitional Services Agreement as provided in the Transitional Services Agreement. Upon its acquisition of a Consumer Credit Act license and its execution of an Assignment and Assumption Agreement, CCIS shall be the Servicer hereunder and CCIA shall as of such date resign from its obligations and duties as Servicer under this Agreement and the other Transaction Documents. The Noteholders, any O/C Holder, and any Series Enhancer by their acceptance of Notes, an O/C Certificate or by providing any Series Enhancement, as applicable, consent to CCIA and CCIS acting as Servicer and Barclays Bank performing the services referred to above pursuant to the Transitional Services Agreement. (b) The Servicer shall service and administer the Receivables, shall collect payments due and deposit into the Collection Account amounts received under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the provisions of this Agreement and the other Transaction Documents and the rights of the Owner Trustee, the Issuer and the Indenture Trustee hereunder and under the other Transaction Documents, the Transferor shall have the right to direct the Servicer with respect to any power conferred on the Servicer hereunder. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesIssuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivable and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust Issuer as may be necessary or advisable to comply with any Federal federal or State state securities or reporting requirements or other laws or reporting requirementregulations. The Issuer, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee upon reasonable written request therefor shall furnish the Servicer with any powers of attorney and other documents in their possession necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables servicing procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and the Operating Regulations, except insofar as any failure to comply or perform would not have an Adverse Effect. (e) The Servicer shall pay out of this Agreement its own funds, without reimbursement (except as provided in Section 2.10 and Section 3.02), all expenses incurred in connection with the servicing activities hereunder including by reason expenses related to enforcement of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Receivables.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Originator agrees to act, and is hereby appointed by the Seller, the Administrative Agent and the Facility Agents to act, subject to the terms hereof, as the Servicer under this Agreement, and all Purchasers and the XX Xxxxx are deemed to have consented to Originator acting as Servicer. The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual the standards that would be employed by a prudent institution in servicing procedures for servicing wholesale comparable receivables comparable to the Receivables which the Servicer services for its own account and comparable to the Receivables and in accordance with the Floorplan Financing Guidelines. The Servicer Credit and Collection Policy and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. . (a) Without limiting the generality of the foregoing and subject to Section 10.01Sections 2.08 and 4.09 hereof, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to instruct receive and hold in trust for the Trustee Facility Agents (for the benefit of their respective Purchasers and the XX Xxxxx) and Seller (to make withdrawals and payments the extent of their respective interests) Collections received from the Collection Account and any Series Account Receivables as set forth in Article II and elsewhere in this Agreement, Agreement and (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Seller and the Facility Agents (for the benefit of the Certificateholders Purchasers and the other BeneficiariesXX Xxxxx), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements Law and regulations. To the extent Collections are transferred to or otherwise received by the Servicer, the Servicer is hereby authorized and empowered to receive and hold in trust such Collections for the Facility Agents (for the benefit of Law, their respective Purchasers and LC and XX Xxxxx) and Seller (to commence enforcement proceedings with respect to such Receivables, (ivthe extent of their respective interests) to make any filings, reports, notices, applications, registrations with, be allocated and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust distributed as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties provided in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables Subject to the Trust rights retained by the Administrative Agent pursuant to Section 4.09 hereof, each of the Seller, the Purchasers, the XX Xxxxx, the Facility Agents and the Administrative Agent hereby appoint the Servicer to enforce its respective rights and interests in and to the Receivable Interest. If any Person succeeds the initial Servicer as a Servicer, the replaced Servicer shall promptly deliver to such successor Servicer and the replaced Servicer shall hold in trust for the Administrative Agent, the Purchasers, the XX Xxxxx, the Facility Agents and the Seller, in accordance with the provisions of this Agreement their respective interests, all documents instruments and records (including by reason computer tapes or disks) that are reasonably necessary to service or collect the Receivables. (c) Without the prior written consent of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such eventRequired Facility Agents, the Servicer agrees (i) shall not be permitted to give prompt written notice thereof delegate any of its duties or responsibilities as Servicer to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account other Person other than with respect to the principal balance of such Account first written-off Receivables, to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections outside collection agencies in accordance with Section 4its customary practices.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Conseco Bank agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Conseco Bank acting as Servicer. (b) As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Guidelines. The As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents in such Person's possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Agreements relating to the Accounts and the Credit Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) WBNA agrees to act as the Servicer under this Agreement. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Indenture Trustee or the Owner Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Series Supplemental Bank Account or Sub-Account as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement or Derivative Agreement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to instruct the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, Issuing Entity any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust Issuing Entity as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. Each of the Indenture Trustee and the Owner Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the applicable Bank Account and to take any action required under any Supplemental Credit Enhancement or Derivative Agreement at such time as required under this Agreement, the Indenture or any Indenture Supplement. Each of the Indenture Trustee and (v) to delegate certain of its servicing, collection, enforcement the Owner Trustee shall execute at the Servicer’s written request such documents prepared by the Transferor and administrative duties hereunder with respect acceptable to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Indenture Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions of this Agreement (including by reason Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of the application applicable credit card company, except insofar as any failure to so comply or perform would not materially and adversely affect the Issuing Entity or the Noteholders. (e) The Servicer shall, on and after such time as Receivables are included as Trust Assets, pay out of its own funds, without reimbursement, all expenses incurred in connection with the Issuing Entity and the servicing activities hereunder including expenses related to enforcement of the provisions Receivables. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of Section 9.02 or any court its officers and employees who are involved in the servicing of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, credit card accounts covering such actions and in any such event, amounts as the Servicer agrees (i) believes to give prompt written notice thereof be reasonable from time to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) FNB agrees to act as the Servicer under this Agreement. The Investor Securityholders of each Series by their acceptance of the related Securities consent to FNB acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Securityholders consent to Fingerhut or an Affiliate of Fingerhut acting as Servicer hereunder, in full substitution for FNB; provided that Fingerhut or any such Affiliate acting as Servicer shall expressly assume in writing (unless such assumption occurs by operation of law), by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Servicer, as applicable hereunder, and shall in all respects be designated the Servicer under this Agreement; provided, further, that the Rating Agencies shall have received prior written notice of such a designation of a new Servicer; and provided, further, that, with respect to any Affiliate of Fingerhut acting as Servicer hereunder, Fingerhut will remain jointly and severally liable with such Affiliate. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to and the Receivables which the Servicer services for its own account applicable Credit and in accordance with the Floorplan Financing Guidelines. The Servicer Collection Policy and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee in writing to make withdrawals and payments payments, from any Interest Funding Account, the Collection Excess Funding Account, any Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee in writing to take any action permitted or required or permitted under any EnhancementEnhancement at such time as set forth in this Agreement and any Supplement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesSecurityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, requirements and (vvi) to delegate certain of its servicingservice, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines applicable Credit and this AgreementCollection Policy; provided, however, that the Servicer shall notify the Trustee, Trustee and the Rating Agencies, any Agent and any Enhancement Providers Agencies in writing of any such delegation of its duties which is not in the ordinary course of its business, material delegation; and provided further that no delegation will relieve the Servicer shall remain jointly and severally liable with such Person. The Trustee agrees that it shall promptly follow the instructions of its liability the Servicer or any subservicer to withdraw funds from the Collection Account, any Principal Account, any Interest Funding Account, the Excess Funding Account, or any Series Account and responsibility with respect to take any action required under any Enhancement at such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationtime as required under this Agreement. The Trustee shall furnish execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as the Servicer with any powers of attorney and other documents certifies are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices or employees for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including procedures, offices and employees used by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees in connection with servicing other credit card receivables. (id) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to give prompt written notice thereof be reasonable from time to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the Issuer Loan Trustee for the benefit of the Issuer authorizes OneMain Financial to act as initial Servicer (but without transfer to OneMain Financial of each of the Issuer’s and the Issuer Loan Trustee for the benefit of the Issuer’s right to service the Loans) and OneMain Financial agrees to act as the initial Servicer. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which Loans, with no less care than the Servicer services for its own account would use in the event that it owned such Loans, and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Issuer and the Issuer Loan Trustee for the benefit of the Certificateholders and the other BeneficiariesIssuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and the Issuer Loan Trustee, Renewals with respect to Loans in accordance with the requirements of this Agreement and the Loan Purchase Agreement and to execute and deliver all other comparable instruments, with respect to the Receivables Loans and, after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations fromLoans. The Issuer, the Securities and Exchange Commission and any State securities authority on behalf Issuer Loan Trustee for the benefit of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Issuer and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee, the Issuer Loan Trustee for the benefit of the Issuer or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without reimbursement (except as provided in Section 3.02 hereof), all expenses incurred in connection with the event that servicing activities hereunder including expenses related to enforcement of the Seller is unable Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Loan Agreement other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Loan Agreements; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing billing and collection procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelinesportfolio of accounts receivable. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without Subject to the Supplement for any Series, without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute and return to the Servicer with any powers of attorney and other documents prepared by the Servicer reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event), the Servicer agrees (i) to give prompt written notice thereof to the Trustee, any Enhancement Providers, any Agent and each Rating Agency Agency. (c) The Servicer shall comply with and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account perform its servicing obligations with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections Receivables in accordance with Section 4its customary billing and collection procedures for its accounts receivables portfolio.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Chase USA agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to Chase USA acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee to make withdrawals and payments from the Collection Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account, the Excess Funding Account, or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Credit Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer’s written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 9.2 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer agrees to apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) to give prompt written notice thereof the applicable Investor Percentage with respect to any Enhancement Providers, any Agent and each Rating Agency Series and (ii) the Aggregate Investor Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) In the event that, pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) SRI agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to SRI acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to an Affiliate of SRI acting as Servicer hereunder, in full substitution thereof; PROVIDED that such Affiliate shall expressly assume in writing (unless such assumption occurs by operation of law), by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Servicer, as applicable hereunder, and shall in all respects be designated the Servicer under this Agreement; PROVIDED, FURTHER, that SRI will remain jointly and severally liable with such Affiliate. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to and the Receivables which the Servicer services for its own account Credit and in accordance with the Floorplan Financing Guidelines. The Servicer Collection Policies and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee in writing to make withdrawals and payments payments, from any Interest Funding Account, the Collection Equalization Account, any Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee in writing to take any action permitted or required or permitted under any EnhancementEnhancement at such time as set forth in this Agreement and any Supplement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, requirements and (vvi) to delegate certain of its servicingservice, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines Credit and Collection Policies. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from any Principal Account, any Interest Funding Account, the Equalization Account, or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as the Servicer with any powers of attorney and other documents certifies are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 9.2 or the order of any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables in accordance with subsection 2.5(d); (iB) the Servicer agrees to give prompt apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written notice thereof off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Enhancement ProvidersRequirement of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. (d) The Servicer shall not be obligated to use separate servicing procedures, offices or employees for servicing the Receivables from the procedures, offices and employees used by the Servicer in connection with servicing other credit card receivables.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Sterling agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Sterling acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-charge off as uncollectible Receivables, all in accordance with its to customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, SJRC shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee in writing to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivable and in its discretion, to sell Defaulted Receivables, and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts requirements or other laws. or regulations. The Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee upon written request therefor shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of this Agreement (its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including by reason expenses related to enforcement of the application Receivables, fees and disbursements of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, Owner Trustee (as such and in any such eventits individual capacity), the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Administrator and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections Indenture Trustee in accordance with Section 46.07 of the Indenture (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust’s assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (other than federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust).

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Conseco Bank agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Conseco Bank acting as Servicer. (b) The Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Trust or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Trust and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents in such Person's possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines, except insofar as any failure to so comply or perform would not have an Adverse Effect. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferors shall pay out of their own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferors (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Green Tree agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to Green Tree acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to an Affiliate of Green Tree acting as Servicer hereunder, in full substitution thereof; provided, that Green Tree will remain jointly and severally liable with such Affiliate. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee in writing to make withdrawals and payments payments, from any Interest Funding Account, the Collection Excess Funding Account, any Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee in writing to take any action permitted or required or permitted under any EnhancementEnhancement at such time as set forth in this Agreement and any Supplement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, requirements and (vvi) to delegate certain of its servicingservice, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines Servicer's customary and this Agreementusual servicing procedures; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent remain jointly and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility severally liable with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.such

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Xxxxxxxx agrees to act, and has been appointed by the Seller, the Administrative Agent and the Facility Agents to act, subject to the terms hereof, as the Servicer under this Agreement, and all Purchasers and the XX Xxxxx hereby consent to Xxxxxxxx acting as Servicer. The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual the standards that would be employed by a prudent institution in servicing procedures for servicing wholesale comparable receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit and Collection Policy and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. . (a) Without limiting the generality of the foregoing and subject to Section 10.01Sections 2.08 and 4.09 hereof, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to instruct receive and hold in trust for the Trustee Facility Agents (for the benefit of their respective Purchasers and the XX Xxxxx) and Seller (to make withdrawals and payments the extent of its interest) Collections received from the Collection Account and any Series Account Receivables as set forth in Article II and elsewhere in this Agreement, Agreement and (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Seller and the Facility Agents (for the benefit of the Certificateholders Purchasers and the other BeneficiariesXX Xxxxx), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements Law and regulations. To the extent Collections are transferred to or otherwise received by the Servicer, the Servicer is hereby authorized and empowered to receive and hold in trust such Collections for the Facility Agents (for the benefit of Lawtheir respective Purchasers and XX Xxxxx) and Seller (to the extent of its interest) to be allocated and distributed as provided in this Agreement. (b) Subject to the rights retained by the Administrative Agent pursuant to Section 4.09 hereof, each of the Seller, the Purchasers, the XX Xxxxx, the Facility Agents and the Administrative Agent hereby appoint the Servicer to commence enforcement proceedings with respect enforce its respective rights and interests in and to the Receivable Interest. If any Person succeeds the initial Servicer as a Servicer, the replaced Servicer shall promptly deliver to such successor Servicer and the replaced Servicer shall hold in trust for the Administrative Agent, the Purchasers, the XX Xxxxx, the Facility Agents and the Seller, in accordance with their respective interests, all documents instruments and records (including computer tapes or disks) that are reasonably necessary to service or collect the Receivables. (c) Without the prior written consent of the Required Facility Agents, the Servicer shall not be permitted to delegate any of its duties or responsibilities as Servicer to any other Person other than (ivi) to make any filingseach Originator (other than itself), reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust acting as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder Sub-Servicer with respect to the Accounts Receivables which it originated, (ii) to PNC Merchant Services Company, PNC Bank, National Association or American Express Travel Related Services Company, Inc. with respect to processing Receivables repaid by credit card pursuant to their respective Credit Card Agreements, and the Receivables (iii) to any Person who agrees to conduct such duties outside collection agencies in accordance with its customary practices with respect to written-off Receivables. The Servicer shall be responsible for coordinating the Floorplan Financing Guidelines servicing of the Receivables by the Sub-Servicers and all other Persons to whom any servicing responsibilities are delegated in accordance with this Agreement; provided, however, that Section 4.01(c). No delegation of duties by the Servicer permitted hereunder shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderduties. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Bank agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to the Bank acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to any other Account Owner acting as Servicer hereunder, in full substitution for the Bank; provided that such Account Owner acting as Servicer shall expressly assume in writing (unless such assumption occurs by operation of law), by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Servicer, as applicable hereunder, and shall in all respects be designated the Servicer under this Agreement. (b) As agent for the Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect and deposit into the Collection Account payments due under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As agent for the Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Trustee and the Certificateholders hereunder, PFRFC shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationregulations. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) DMCCB agrees to act as the Servicer under this Agreement. The Investor Securityholders of each Series by their acceptance of the related Securities consent to DMCCB acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Securityholders consent to an Affiliate of DMCCB acting as Servicer hereunder, in full substitution thereof; provided that such Affiliate shall expressly assume in writing (unless such assumption occurs by operation of law), by an agreement supplemental hereto, executed by and delivered to the Transferor and the Trustee, the performance of every covenant and obligation of the Servicer, as applicable hereunder, and shall in all respects be designated the Servicer under this Agreement; provided, further, that DMCCB will remain jointly and severally liable with such Affiliate. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to and the Receivables which the Servicer services for its own account Credit and in accordance with the Floorplan Financing Guidelines. The Servicer Collection Policies and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee in writing to make withdrawals and payments payments, from any Interest Funding Account, the Collection Excess Funding Account, any Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee in writing to take any action permitted or required or permitted under any EnhancementEnhancement at such time as set forth in this Agreement and any Supplement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesSecurityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (ivv) at the expense of the Transferor, to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, requirements (it being understood that any amounts to be paid by the Transferor pursuant to this clause (v) shall not be payable from the Trust Property conveyed by the Transferor hereunder) and (vvi) to delegate certain of its servicingservice, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines Credit and this AgreementCollection Policies; provided, however, that the Servicer shall notify the Trustee, Transferor and the Rating Agencies, any Agent and any Enhancement Providers Trustee in writing of any such delegation of its duties which is not in the ordinary course of its business, delegation; and provided further that no delegation will relieve the Servicer shall remain jointly and severally liable with such Person. The Trustee agrees that it shall promptly follow the instructions of the Servicer or its liability delegate to withdraw funds from the Collection Account, any Principal Account, any Interest Funding Account, the Excess Funding Account, or any Series Account and responsibility with respect to take any action required under any Enhancement at such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationtime as required under this Agreement. The Trustee shall furnish execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as the Servicer with any powers of attorney and other documents certifies are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices or employees for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including procedures, offices and employees used by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account connection with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4servicing other credit card receivables.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Team hereby agrees to act as the initial Servicer under this Indenture. The Noteholders by their acceptance of the Notes consent to Team acting as Servicer. (b) The Servicer shall (i) cause the Trustee to be shown as the first lienholder on all Certificates of Title with respect to Vehicles owned by TFFC, (ii) direct payments due under Repurchase Programs in respect of Repurchase Vehicles (other than Segregated Repurchase Vehicles) to be deposited into the Collection Account, (iii) direct payments due in connection with any Non-Repurchase Vehicles to be deposited in the Collection Account, (iv) direct payments due in connection with any Segregated Repurchase Vehicles to be deposited in the Collection Account, (v) turn in (or cause to be turned in) Repurchase Vehicles owned by TFFC (unless previously sold in accordance with the Related Documents) to the relevant Manufacturer within the Repurchase Period and comply and cause TFFC (or, if applicable, the Lessees) to comply with all of their respective obligations under the Repurchase Programs, (vi) prepare the monthly Fleet Report, the Daily Report, the Monthly Servicer's Certificate, the Monthly Noteholders' Statement, the Annual Noteholders' Tax Statement and the Annual Servicer's Certificate, and cause to be furnished the report required to be delivered pursuant to Section 4.6 hereof, (vii) instruct the Trustee to make withdrawals and payments from the Collection Accounts in accordance with the provisions of this Agreement and any related Supplement, (viii) execute and deliver for the benefit of the Secured Parties any and all documents with respect to the Vehicles owned by TFFC and the Repurchase Programs and, to the extent permitted by applicable law, commence enforcement proceedings with respect to such Repurchase Programs, (ix) release (or cause the Trustee to release) the Trustee's lien on any Certificate of Title with respect to any Vehicle in connection with the sale or disposition of such Vehicle in accordance with the terms of the related Lease and this Indenture, (x) maintain or cause to be maintained in good repair, working order, and condition all of the Vehicles owned by TFFC and otherwise service and administer the ReceivablesVehicles, shall collect payments due under and the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirabledesirable to accomplish such servicing and administrative functions, (xi) hold all Certificates of Title in accordance with Section 3.5 hereof, and (xii) perform all its other obligations set forth in this Base Indenture and the other Related Documents. Without limiting the generality of the foregoing and subject to Section 10.014.16 and any limitations set forth in the applicable Supplement, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, : (i) to instruct the Trustee or Paying Agent, as applicable, to make withdrawals and payments from the Collection Account and any Series Account Accounts in accordance with such instructions as are set forth in this Agreement, Indenture and the applicable Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaws and regulations, to execute and deliver, for the benefit of the Noteholders, any and all instruments necessary or appropriate to commence or maintain enforcement proceedings with respect to such Receivables, Repurchase Programs or any Enhancement, (iviii) to make any filings, reports, notices, applications, or registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission SEC and any State state securities laws authority on behalf of the Trust TFFC as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirementrequirements or laws, and and (viv) to delegate certain perform such other functions as are provided for under this Indenture or any Related Document. (c) Subject to Section 4.16, the Trustee and the Paying Agent shall promptly follow the instructions of its servicing, collection, enforcement and administrative duties hereunder with respect the Servicer to withdraw funds from the Collection Accounts and the Receivables to make drawings under any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; providedEnhancement, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not as provided in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationapplicable Supplement. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bd) In The Servicer shall be obligated to use substantially the same servicing procedures, offices, employees and amounts for servicing the Vehicles as those used by the Servicer in connection with servicing other vehicles, whether for its own account or that of other parties. (e) The Servicer agrees that if any amounts are received by the Servicer which pursuant to Section 5.2(a) should, at or before such time, have been paid to any of the Collection Accounts, such amounts will not be commingled by the Servicer with any of its other funds or property but will be held separate and apart therefrom and shall be held in trust by the Servicer for, and immediately paid over, but in any event that the Seller is unable for any reason to transfer Receivables within two Business Days from receipt, to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such appropriate Collection Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4any necessary endorsement.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Spirit Inc. agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Certificate Series, by their acceptance of the related Certificates, and the Receivables Purchasers, by their purchase of a Receivables Purchase Interest, consent to Spirit Inc. acting as Servicer hereunder. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Cardholder Guidelines and applicable laws, rules and regulations and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make deposits to and withdrawals from, and to instruct the Trustee to make deposits to and withdrawals and payments from from, the Collection Account and any Series the Excess Funding Account as set forth in this Agreement, (ii) to make withdrawals and payments from, and to instruct the Trustee to take make withdrawals and payments from, any action required Series Account, in accordance with the related Supplement or permitted under any EnhancementReceivables Purchase Agreement, (iii) to instruct the Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiariesany Receivables Purchasers, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, and (v) to delegate certain requirements. The Trustee agrees that it shall promptly follow the instructions of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify to withdraw funds from the TrusteeCollection Account or any Series Account (unless, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any portion of such delegationfunds allocable to any Receivables Purchase Series, such instruction is contrary to the instructions of the Purchaser Representative for such Receivables Purchase Series who is entitled to instruct the Trustee in such matter pursuant to the related Receivables Purchase Agreement) and to take any action required under this Agreement, any Supplement or any Receivables Purchase Agreement. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer's written request such documents prepared by the Seller and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including procedures, offices, employees and accounts used by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees in connection with servicing other credit card receivables. (id) The Servicer shall maintain fidelity bond coverage insuring against losses through the wrongdoing of its officers who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to give prompt written notice thereof be reasonable from time to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4time.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service servicing, administration and administer collection of the Pool Receivables, shall collect payments due under the Fee Receivables and the other Pledged Assets shall charge-off be conducted by the Person designated as uncollectible Receivables, all the Servicer hereunder from time to time in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelinesthis Section 3.01. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by Until the Trustee on account of the occurrence of gives a Service Default Termination Notice to CMSC pursuant to Section 10.019.01, (i) CMSC is hereby designated, and CMSC hereby agrees to instruct act, as the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in Servicer under this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders Agreement and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, Transaction Documents with respect to the Pool Receivables, the Fee Receivables andand the other Pledged Assets, after and each of CMSC, CMGFSC and the delinquency Issuer consents to CMSC acting as the Servicer. (b) In the ordinary course of any Receivable and business, the Servicer, with prior written notice to the extent permitted under and in compliance with applicable Requirements of LawTrustee, to commence enforcement proceedings with respect to such Receivables, (iv) to make may at any filings, reports, notices, applications, registrations with, and seek any consents time delegate part or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain all of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Receivables and the Receivables other Pledged Assets to any Person who agrees sub-servicers that agree to conduct such duties in accordance with the Floorplan Financing Guidelines Credit and Collection Policy and this Agreement; provided. Each such sub-servicer to whom any such duties are delegated in accordance with this Section 3.01(b) is referred to herein as a “Sub-Servicer.” Notwithstanding any such delegation by the Servicer, however, that the Servicer shall notify remain liable for the Trusteeperformance of all duties and obligations of the Servicer pursuant to the terms of this Agreement and the other Transaction Documents, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is shall not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties duties. The fees and that expenses of any such Sub-Servicers shall be as agreed between the Rating Agency Condition Servicer and such Sub-Servicers from time to time, and none of the Issuer, the Trustee or the holders of any Notes issued by the Issuer under the Indenture shall have been satisfied with respect any responsibility therefor. Upon any termination of a Servicer pursuant to Section 9.01, all Sub-Servicers designated pursuant to this Section 3.01(b) by such Servicer also shall be automatically terminated without payment of any such delegation. The fees by the Trustee shall furnish or the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderNoteholders. (bc) In The designation of the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of Servicer (and each Sub-Servicer) under this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) thenand, in the case of any such eventSub-Servicer, under the agreement or other document pursuant to which the Servicer agrees (imakes a delegation of servicing duties to such Sub-Servicer) to give prompt written notice thereof to any Enhancement Providers, any Agent shall automatically cease and each Rating Agency and (ii) that it shall in any such event allocate after terminate on the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4Final Payout Date.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the North Carolina Trust authorizes Regional Management to act as initial Servicer (but without transfer to Regional Management of the Issuer’s right to service the Loans) and Regional Management agrees to act as the initial Servicer, in each case hereunder. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which the Servicer services for its own account Loans and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder and under the 2018-2A SUBI Servicing Agreement, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, Issuer any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and all other comparable instruments, the North Carolina Trust with respect to Loans in accordance with the Receivables and, requirements of this Agreement and the 2018-2A SUBI Servicing Agreement and after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations withLoans. The Issuer, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without payment or reimbursement therefor (except as provided in Section 3.02 hereof), all fees, costs and expenses incurred by the event that Servicer in connection with the Seller is unable servicing activities hereunder and under the 2018-2A SUBI Servicing Agreement, including expenses related to enforcement of the Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Contract other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Contracts; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Bon-Ton DSI agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Bon-Ton DSI acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due under and deposit into the Collection Account amounts received in respect of the Receivables (including the underlying receivables) and any Participation Interests and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing GuidelinesCredit Card Guidelines and the Transaction Documents. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem reasonably necessary or desirable, including, but not limited to, billing, collecting and remitting Collections, providing customer service and performing other activities customary in servicing credit card receivables. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Default pursuant to Section 10.01Servicer Default, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 Indenture or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.Indenture Supplement,

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Transferor agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to the Transferor acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.01, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer's written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (iup to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.05(e); (B) the Servicer agrees to give prompt apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written notice thereof off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Enhancement ProvidersRequirement of Law to allocate payments on the Accounts as described above, any Agent and each Rating Agency and (ii) the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Stone Container agrees to act, and is hereby appointed by the Transferor and the Trustee to act, as the Servicer under this Agreement, and all Certificateholders, including the Transferor, by their acceptance of the Certificates consent to Stone Container's acting as Servicer. The Servicer shall service supervise the servicing and administer administration of the Receivables, Receivables and shall collect supervise the collection of payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with (i) prudent standards and its customary and usual servicing procedures for servicing wholesale receivables owned by it and comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Credit and Collection Policy and (ii) the standard set forth in clause (ii) of the definition of "Eligible Servicer" in Annex X hereto (which standard the Servicer represents is not inconsistent with the standard set forth in clause (i) above) and shall have full power and authority, acting alone or through any party properly designated by it hereunder, authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that if Stone Container is no longer the Servicer, the Servicer shall service the Receivables in accordance with the standards that would be employed by a prudent institution in servicing comparable receivables for its own account. The Servicer will be responsible on a daily basis for servicing, managing and accepting or collecting payments on the Receivables; provided, however, that the Servicer will hold such collections in trust for the benefit of the Certificateholders. Servicing activities performed by the Servicer with respect to the Receivables shall include collecting and recording payments, communicating with obligors, investigating payment delinquencies, providing billing records to Obligors and maintaining internal records. Managerial and custodial services performed by the Servicer shall include providing assistance in any inspections of the documents and records relating to the Receivables by the Trustee to the extent provided in this Agreement, maintaining the agreements, documents and files relating to the Receivables as custodian and providing related data processing and reporting services for Certificateholders and on behalf of the Trustee to the extent provided in this Agreement. Without limiting the generality of the foregoing and subject to Section 10.01Article X, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and Excess Funding Account and any Series Account other applicable account established pursuant to this Agreement (including any Supplement) as set forth in this AgreementAgreement (including any Supplement), (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Trustee for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such ReceivablesReceivable, and (iviii) to make any filings, reports, notices, applications, registrations with, and to seek any consents consent or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary requirements or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderlaws. (b) The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures (except as may be specified herein), offices or employees for servicing the Receivables from the procedures, offices or employees used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other receivables of the same type. (c) The Servicer shall, on behalf of the Transferor, the Trustee and the Investor Certificateholders, enforce their respective rights and interest in and under the Receivables and the related Contracts. If Stone Container is not the Servicer, Stone Container shall promptly deliver to the Servicer, at Stone Container's expense, and the Servicer shall hold in trust for the Transferor, the Trustee and the Investor Certificateholders in accordance with their respective interests, all books and records, files, documents, instruments and records (including, without limitation, computer tapes or disks and microfiche lists) that evidence or relate to Receivables. (d) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the TrustTrustee) then, in any such event, (A) the Servicer agrees (i) to give prompt written notice thereof allocate and pay to any Enhancement Providersthe Trustee, any Agent and each Rating Agency and (ii) that it shall in any after the date of such event allocate after inability, all Collections with respect to Receivables transferred to the Trustee prior to the occurrence of such event, payments on each Account with respect to ; and (B) the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and Servicer agrees to have such payments amounts applied as Collections in accordance with Section 44.3. (e) Obligors shall be instructed by the Transferor or the Servicer to make all payments on the Receivables to Lock-Box Accounts maintained by Lock-Box Banks pursuant to Lock-Box Agreements; provided, however, that if, notwithstanding instructions to the contrary given to any Obligor, Collections from such Obligor are received by the Servicer, such Collections shall be deposited in the Collection Account by the Servicer immediately upon receipt of such funds; provided further, that the Servicer shall not be considered in breach of the obligation set forth in this sentence to the extent that a payment received by the Servicer is not so deposited because such payment relates to a Disputed Item. (f) The Servicer or, in the event that there is a Successor Servicer, Stone Container shall have the power revocable by the Trustee to instruct each Lock-Box Bank to make withdrawals from the Lock-Box Accounts in accordance with this Agreement. All Collections on Receivables of amounts due and owing will, pending instructions by the Servicer for transfer to the Collection Account, be deposited in or held in the Lock-Box Account by the Servicer in the name of the Trustee and shall be remitted to the Collection Account not later than one Business Day after such deposits become available funds; provided, however, that the Servicer shall not be considered in breach of the obligation set forth in this sentence to the extent that a payment received by the Servicer is not so deposited because such payment relates to a Disputed Item. (g) The Servicer shall take all reasonable action necessary to assure that its computer based systems are able to operate and effectively process data including dates on or after January 1, 2000.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) DMCCB agrees to act as the Servicer under this Agreement. The Investor Securityholders of each Series by their acceptance of the related Securities consent to DMCCB acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Securityholders consent to an Affiliate of DMCCB acting as Servicer hereunder, in full substitution thereof; provided that such Affiliate shall expressly assume in writing (unless such assumption occurs by operation of law), by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Servicer, as applicable hereunder, and shall in all respects be designated the Servicer under this Agreement; provided, further, that DMCCB will remain jointly and severally liable with such Affiliate. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to and the Receivables which the Servicer services for its own account Credit and in accordance with the Floorplan Financing Guidelines. The Servicer Collection Policies and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee in writing to make withdrawals and payments payments, from any Interest Funding Account, the Collection Excess Funding Account, any Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee in writing to take any action permitted or required or permitted under any EnhancementEnhancement at such time as set forth in this Agreement and any Supplement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesSecurityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, requirements and (vvi) to delegate certain of its servicingservice, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines Credit and this AgreementCollection Policies; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers Trustee in writing of any such delegation of its duties which is not in the ordinary course of its business, delegation; and provided further that no delegation will relieve the Servicer shall remain jointly and severally liable with such Person. The Trustee agrees that it shall promptly follow the instructions of the Servicer or its liability delegate to withdraw funds from the Collection Account, any Principal Account, any Interest Funding Account, the Excess Funding Account, or any Series Account and responsibility with respect to take any action required under any Enhancement at such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationtime as required under this Agreement. The Trustee shall furnish execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as the Servicer with any powers of attorney and other documents certifies are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices or employees for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including procedures, offices and employees used by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account connection with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4servicing other credit card receivables.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Green Tree agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to Green Tree acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to an Affiliate of Green Tree acting as Servicer hereunder; provided, that Green Tree will remain jointly and severally liable with such Affiliate for the obligations of the Servicer hereunder. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to and the Receivables which the Servicer services for its own account Financing Guidelines and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which that it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.0110.1, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.0110.1, (i) to instruct the Trustee in writing to make withdrawals and payments payments, from any Interest Funding Account, the Collection Excess Funding Account, any Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee in writing to take any action permitted or required or permitted under any EnhancementEnhancement at such time as set forth in this Agreement and any Supplement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirement, requirements and (vvi) to delegate certain of its servicingservice, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines Servicer's customary and this Agreement; usual servicing procedures; 3-1 provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent remain jointly and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to severally liable for such duties with such Person and that shall give notice to the Rating Agency Condition shall have been satisfied with respect to Trustee of any such delegation. The Trustee agrees that it shall furnish promptly follow the instructions of the Servicer with to withdraw funds from the Collection Account, any powers of attorney Principal Account, any Interest Funding Account, the Excess Funding Account, or any Series Account and other to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as the Servicer certifies are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not be obligated to use separate servicing procedures, offices or employees for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including procedures, offices and employees used by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account connection with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4servicing other receivables.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the North Carolina Trust authorizes Regional Management to act as initial Servicer (but without transfer to Regional Management of the Issuer’s right to service the Loans) and Regional Management agrees to act as the initial Servicer, in each case hereunder. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which the Servicer services for its own account Loans and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder and under the 2020-1A SUBI Servicing Agreement, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, Issuer any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and all other comparable instruments, the North Carolina Trust with respect to Loans in accordance with the Receivables and, requirements of this Agreement and the 2020-1A SUBI Servicing Agreement and after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations withLoans. The Issuer, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without payment or reimbursement therefor (except as provided in Section 3.02 hereof), all fees, costs and expenses incurred by the event that Servicer in connection with the Seller is unable servicing activities hereunder and under the 2020-1A SUBI Servicing Agreement, including expenses related to enforcement of the Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Contract other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Contracts; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Household Finance Corporation agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Household Finance Corporation acting as Servicer. (b) As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. any Participation Interests, (c) The Servicer shall have full power not, and authorityno Successor Servicer shall, acting alone be obligated to use separate servicing procedures, offices, employees or through any party properly designated accounts for servicing the Receivables from the procedures, offices, employees and accounts used by it hereunderthe Servicer or such Successor Servicer, to do any and all things as the case may be, in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the other revolving credit receivables. (d) The Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to shall comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of perform its servicing, collection, enforcement and administrative duties hereunder servicing obligations with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Credit Agreements relating to the Accounts and the Credit Guidelines except insofar as any failure to so comply or perform would not materially and this Agreement; provided, however, that adversely affect the Servicer shall notify Trust or the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderNoteholders. (be) In the event that the Seller is unable for any reason to transfer Receivables to The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees 34 39 and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in accordance with the provisions of this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall is hereby appointed by the Custodian to service and administer the ReceivablesAccount Assets, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee Custodian on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee Custodian to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee Custodian to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for Custodian, the benefit of the Master Custodial Certificateholders and the other BeneficiariesEnhancement Providers, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, Law and to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust Governmental Authority as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, Requirements of Law and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the TrusteeCustodian, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee Custodian as agent for and on behalf of the Holders of the Master Custodial Certificates shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event The parties hereto agree that the Seller is unable for any reason to transfer Non-Principal Receivables, whenever created, that have accrued in respect of Principal Receivables which have been Transferred to the Trust in accordance with the provisions of this Agreement (including by reason Custodian, shall continue to be a part of the application Purchased Property notwithstanding any cessation of the provisions Transfer of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the TrustCustodian and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms of this Agreement. (c) thenThe Servicer shall not, and any Successor Servicer shall not be obligated to, use separate servicing procedures, offices, employees or accounts for servicing the Account Assets from the procedures, offices, employees and accounts used by the Servicer in any such eventconnection with servicing other wholesale receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Account Assets in accordance with the Floorplan Financing Agreements relating to the Accounts and the Floorplan Financing Guidelines, except insofar as provided in the related Supplement. Subject to compliance with all Require- ments of Law, the Servicer agrees (or the Seller) may change the terms and provisions of the Floorplan Financing Agreements or the Floorplan Financing Guidelines in any respect (including the calculation of the amount or the timing of charge offs and the rate of the finance charge assessed thereon), only if (i) to give prompt written notice thereof to as a result of such change, in the reasonable judgment of the Servicer no Early Amortization Event will occur at any time and none of the Enhancement Providers, if any, or the Master Custodial Certificateholders shall be adversely affected in any Agent and each Rating Agency and material respect, (ii) that it shall in any such event allocate after change is made applicable to the occurrence comparable segment, if any, of wholesale accounts owned or serviced by the Servicer which have characteristics the same as, or substantially similar to, the Accounts which are the subject of such eventchange and (iii) such change is not prohibited as provided in the related Supplement. (e) All Collections shall be held in trust by the Servicer for the benefit of the Master Custodial Certificateholders and the Enhancement Providers and, within two Business Days after receipt thereof, shall be segregated from the Servicer's own funds and identified in relation to each related Receivable. In the event that for any reason payments on each an Account cannot be identified as relating to a specific Receivable, then the Seller and the Servicer agree that such payments shall be allocated with respect to (i) the principal balance of such Account first to the oldest principal balance of such AccountAccount and (ii) interest due under such Account first to interest due on such oldest principal balance. The parties hereto agree that Non-Principal Receivables, subject whenever created, accrued in respect of Principal Receivables which have been conveyed to the proviso set forth in Section 2.06(b), Custodian shall continue to be a part of the Purchased Property notwithstanding any cessation of the transfer of additional Principal Receivables to the Custodian and Collections with respect thereto shall continue to have such payments applied as Collections be allocated and paid in accordance with Section 4the terms of this Agreement.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The ANB agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to ANB acting as Servicer. (b) As agent for each Transferor and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The As agent for each Transferor and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, ACCR shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivable and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts regulations. The Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee upon written request therefor shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee (as such and in its individual capacity), the Administrator and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Colonial agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Colonial acting as Servicer. The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.0110.01 and provided Colonial is the Servicer, the Servicer or its designee (rather than the Trustee) is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account Account, as set forth in this AgreementAgreement or any Supplement, and (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, (iii) to execute and deliver, on behalf as set forth in this Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders Servicer or its designee is hereby authorized and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the "Commission") and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegationrequirements. The Trustee shall furnish the Servicer with any powers of attorney and or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In . The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Cardholder Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, MasterCard and any other similar entity or organization relating to any other type of consumer revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including the reasonable fees and expenses of its 44 counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC financing and continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Sellers (including other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). The Servicer agrees that upon a request by reason the Sellers it will use its reasonable best efforts to obtain and maintain the listing of the application Investor Certificates of the provisions of Section 9.02 any Series or Class on any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in specified security exchange. If any such eventrequest is made, the Servicer agrees (i) shall give notice to give prompt written the Sellers and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice thereof to by the Servicer of any Enhancement Providersactual, any Agent and each Rating Agency and (ii) that it shall in proposed or contemplated delisting of such Investor Certificates by any such event allocate after securities exchange. The Trustee or the occurrence of Servicer, each in its sole discretion, may terminate any listing on any such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, securities exchange at any time subject to the proviso notice requirements set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Household Finance Corporation agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Household Finance Corporation acting as Servicer. (b) The Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, Funding shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents in such Person's possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Agreements relating to the Accounts and the Credit Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee (including the reasonable fees and expenses of their outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Household Finance Corporation agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Household Finance Corporation acting as Servicer. (b) As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall service and administer the ReceivablesReceivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Guidelines. The As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, Funding shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents in such Person's possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Agreements relating to the Accounts and the Credit Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Household Finance Corporation agrees to act as the Servicer under this Agreement and the Noteholders by their acceptance of Notes consent to Household Finance Corporation acting as Servicer. (b) As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall service and administer the ReceivablesReceivables and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale revolving credit receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Guidelines. The As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, the Company shall have the absolute right to direct the Servicer with respect to any power conferred on the Servicer hereunder in accordance with any such direction. Without limiting the generality of the foregoing and subject to Section 10.017.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.017.01, (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments from the Collection Account, the Special Funding Account and any Series Account Account, as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any Series Enhancement, as set forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesTrust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on 34 39 behalf of the Trust as may be necessary or advisable to comply with any Federal or State state securities or reporting requirements or other laws or reporting requirement, and (v) to delegate certain regulations. Each of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Owner Trustee and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents in such Person's possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions Credit Agreements relating to the Accounts and the Credit Guidelines except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust or the Transferor (including by reason of the application of the provisions of Section 9.02 other than federal, state, local and foreign income and franchise taxes, if any, or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to interest or penalties with respect thereto, assessed on the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) FNBO agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to FNBO's acting as Servicer. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer Credit Card Guidelines and shall have full power and authority, authority acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empoweredempowered (i) to make withdrawals from the Collection Account or any Investor Account or Series Account to the extent and as set forth in this Agreement and the applicable Supplement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments payments, from the Collection Finance Charge Account, the Principal Account and any Series Account Account, in accordance with such instructions as set forth in this Agreement, (iiiii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.01, to instruct the Trustee to take any action required or permitted under any Enhancementin writing, as set forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other BeneficiariesCertificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency Delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Lawlaw and regulations, to commence enforcement proceedings with respect to such Receivables, Receivables and (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Principal Account, the Finance Charge Account or any Series Account and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to take any Person who agrees to conduct action required under any Enhancement at such duties in accordance with the Floorplan Financing Guidelines and time as required under this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish execute at the Servicer with any powers of attorney Servicer's written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In the event that the Seller Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including including, without limitation, by reason of the application of the provisions of Section 9.02 or the 40 order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Seller Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (i) the Servicer agrees to allocate, after such date, all Collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.05(e); (ii) the Servicer agrees to apply such amounts as Collections in accordance with Article IV; and (iii) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), Account and to have such payments applied as Collections in accordance with Section 4Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (e) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time. (f) The relationship of the Servicer (and of any successor to the Servicer as servicer under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent of the Trustee.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Issuer and the North Carolina Trust authorizes Regional Management to act as initial Servicer (but without transfer to Regional Management of the Issuer’s right to service the Loans) and Regional Management agrees to act as the initial Servicer, in each case hereunder. (b) The Servicer shall service and administer the ReceivablesLoans, shall collect payments due and deposit into the Collection Account or other applicable Note Account amounts received under the Receivables Loans, shall charge off Loans deemed to be uncollectible and shall charge-off as uncollectible Receivablesextend, amend or otherwise modify Loans, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables consumer loans comparable to the Receivables which the Servicer services for its own account Loans and in accordance with the Floorplan Financing GuidelinesCredit and Collection Policy and all applicable Requirements of Law. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunderhereunder and under the 2019-1A SUBI Servicing Agreement, including the Subservicers, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.018.01, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.018.01, (i) to make withdrawals or to instruct the Indenture Trustee to make withdrawals from any Note Account permitted by the terms of this Agreement or the Indenture and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, Issuer any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, to effect, on behalf of the Issuer and all other comparable instruments, the North Carolina Trust with respect to Loans in accordance with the Receivables and, requirements of this Agreement and the 2019-1A SUBI Servicing Agreement and after the delinquency of any Receivable Loan and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement collection proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations withLoans. The Issuer, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Indenture Trustee shall furnish the Servicer with any powers of attorney and other documents reasonably requested by the Servicer or otherwise necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; provided, however, that none of the Owner Trustee or the Indenture Trustee shall be liable for any negligence with respect to, or misuse of, any such documents by the Servicer or any of its agents and the Servicer shall hold the Owner Trustee and the Indenture Trustee harmless against any losses, claims, damages, fines or penalties of any nature incurred in connection therewith. (bc) In The Servicer shall pay out of its own funds, without payment or reimbursement therefor (except as provided in Section 3.02 hereof), all fees, costs and expenses incurred by the event that Servicer in connection with the Seller is unable servicing activities hereunder and under the 2019-1A SUBI Servicing Agreement, including expenses related to enforcement of the Loans. (d) The Servicer shall not be required to use separate servicing operations, offices, employees or accounts for servicing the Loans from the operations, offices, employees and accounts used by the Servicer in connection with servicing other consumer loans. (e) The Servicer shall: (i) not amend any reason to transfer Receivables to the Trust related Contract other than on a per customer basis in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent Credit and each Rating Agency and Collection Policy; (ii) that it shall comply, in all material respects, with the terms and conditions of the related Contracts; and (iii) promptly inform the Issuer, and the Depositor of any such event allocate after the occurrence of such eventmaterial billing errors, payments on each Account claims, disputes or litigation with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4related Loans.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) First USA agrees to act as the Servicer under this Agreement. (b) The Servicer shall service and administer the Receivables, Receivables and shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale credit card receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Credit Card Guidelines. The Servicer shall service and administer the Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, empowered unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Service Servicer Default pursuant to Section 10.01, (i) to instruct the applicable Collateral Agent, the Indenture Trustee or the Owner Trustee to make allocations, withdrawals and payments to or from the Collection Account, the Excess Funding Account and any Series Supplemental Bank Account or Sub-Account as set forth in this Agreement, the Indenture, the applicable Asset Pool Supplement or any Indenture Supplement, (ii) to instruct the Trustee to take any action required or permitted under any EnhancementSupplemental Credit Enhancement or Derivative Agreement, as set forth in this Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture Supplement, (iii) to instruct the applicable Collateral Agent, the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (ivv) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (vi) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any State state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal federal or State state securities laws or reporting requirementrequirements. Each of the Collateral Agents, the Indenture Trustee and (v) the Owner Trustee agree that it shall promptly follow the instructions of the Servicer to delegate certain withdraw funds from the applicable Bank Account and to take any action required under any Supplemental Credit Enhancement or Derivative Agreement at such time as required under this Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture Supplement. Each of its servicingthe Collateral Agents, collection, enforcement the Indenture Trustee and administrative duties hereunder with respect the Owner Trustee shall execute at the Servicer's written request such documents prepared by any Transferor and acceptable to the Accounts and applicable Collateral Agent or the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Indenture Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (bc) In The Servicer shall not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the event that Receivables from the Seller is unable for any reason to transfer Receivables procedures, offices, employees and accounts used by the Servicer or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Trust Accounts and Receivables in accordance with the provisions of this Agreement (including by reason Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of the application applicable credit card company, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall, on and after such time as Receivables are included as Trust Assets, pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the provisions of Section 9.02 or any court of competent jurisdiction ordering that Collateral Certificates and the Seller not transfer any additional Principal Receivables Receivables. Prior to the Trust) theninclusion of Receivables as Trust Assets, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and expenses shall be paid by each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections Transferor in accordance with Section 412.03. (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card accounts covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.