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.

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

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 in effect from time to time for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines; provided, however, that (i) the Servicer shall change its policy for charging off wholesale receivables as totally uncollectible only upon satisfaction of the Rating Agency Condition and (ii) in respect of a Floorplan Agreement, the obligation of the related Manufacturer to repurchase repossessed Products may be modified and subject to various terms, but shall not be deleted; and provided, further, that if a Successor Servicer shall succeed to the duties of the Servicer, the Successor Servicer shall service the Receivables in accordance with standards that would be employed by a prudent lender in servicing comparable receivables for its own account. 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 10.0110.1, 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 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 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 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 (which, to the extent permitted by applicable law, may be in the name of the Servicer) 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 (or such other standards required hereunder in the case of a Successor Servicer) and this Agreement; provided, however, that (a) 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 (b) no delegation will shall relieve the Servicer of its liability and responsibility with respect to such duties and that (c) the Rating Agency Condition shall have been satisfied with respect to any such delegationdelegation whether that delegation is in the ordinary course of business or otherwise. The Trustee shall furnish execute and deliver to the Servicer with any powers of attorney and other documents prepared by the Servicer and certified by a Servicing Officer as being reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

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.

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 10.016.01, 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 10.016.01, (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 Indenture Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Issuer for the benefit of the Certificateholders Noteholders and the other Beneficiariesany Enhancement Provider, 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 Issuer 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 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 Owner 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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) SRLP agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series, by their acceptance of the related Certificates, consent to SRLP acting as Servicer hereunder. The Servicer shall enforce all rights and interests in, to and under the Receivables and the other trust assets on behalf of the Trust. 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 and Collection Policy 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 to instruct the Trustee in writing 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 instruct the Trustee in writing to take make withdrawals and payments from, any action required or permitted under any EnhancementSeries Account, in accordance with the related Supplement, (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 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, 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 written 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 Trustee, the Rating Agencies, Collection Account or any Agent Series Account and to take any Enhancement Providers in writing of action required under this Agreement or 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 delegationSupplement. 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. The Trustee shall, upon the written request of the Servicer, furnish the Servicer with any documents then in the Trustee's possession which are reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. 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. 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 be reasonable from time to time.

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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Holdings agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Holdings acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to any Account Owner acting as Servicer hereunder, in full substitution for Holdings; provided that such Account Owner acting as Servicer shall (i) be an Eligible Servicer and (ii) 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-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, PFRF 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. (c) The Servicer shall not, and no Successor Servicer shall, 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 or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables.

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. 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. The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the 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 (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 the Sellers it will use its reasonable best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified security exchange. If any such request is made, the Servicer shall give notice to 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 by the Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Servicer, 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 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 Trustee Trust 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.

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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Xxxxxx agrees to act, and is hereby appointed by the Trustee and the Transferor to act, as the Servicer under this Agreement, and all Certificate holders, including the Transferor, by their acceptance of the Certificates consent to Xxxxxx acting as Servicer. 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 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 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; provided, however, that if Xxxxxx 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. 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, empowered (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 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 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.

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.

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 in effect from time to time for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines; provided, however, that (i) the Servicer shall change its policy for charging off wholesale receivables as totally uncollectible only upon satisfaction of the Rating Agency Condition and (ii) in respect of a Floorplan Agreement, the obligation of the related Manufacturer to repurchase repossessed Products may be modified and subject to various terms, but shall not be deleted; and provided, further, that if a Successor Servicer shall succeed to the duties of the Servicer, the Successor Servicer shall service the Receivables in accordance with standards that would be employed by a prudent lender in servicing comparable receivables for its own account. 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 10.0110.1, 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 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 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 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 (which, to the extent permitted by applicable law, may be in the name of the Servicer) 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 (or such other standards required hereunder in the case of a Successor Servicer) 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 deliver to the Servicer with any powers of attorney and other documents prepared by the Servicer and certified by a Servicing Officer as being reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

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. (c) The Servicer shall not, and no Successor Servicer shall, 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 or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables.

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; provided, however, that the Servicer shall have no responsibility with respect to Non- Serviced Participation Receivables other than enforcing the rights of the Issuer pursuant to the Participation Agreement which created such Non-Serviced Participation Receivables in order to ensure that such Receivable is properly serviced and that all amounts due to the Issuer under the Participation Agreement are received. 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 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; provided, however, that the Servicer shall notify the Owner Trustee, 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 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.

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; provided, however, that the Servicer shall have no responsibility with respect to Non-Serviced Participation Receivables other than enforcing the rights of the Issuer pursuant to the participation agreement which created such Non-Serviced Participation Receivables in order to ensure that such Receivable is properly serviced and that all amounts due to the Issuer under the Participation Agreement are received. 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 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; provided, however, that the Servicer shall notify the Owner Trustee, 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 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.

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.

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 Law, their respective Purchasers and XX Xxxxx) and Seller (to commence enforcement proceedings with respect to such Receivables, (ivthe extent of its interest) to make any filingsbe allocated and distributed as provided in this Agreement. (b) Subject to the rights retained by the Administrative Agent pursuant to Section 4.09 hereof, reports, notices, applications, registrations with, and seek any consents or authorizations fromeach of the Seller, the Securities and Exchange Commission and any State securities authority on behalf of Purchasers, the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirementXX Xxxxx, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts Facility Agents 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 Administrative 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 hereby appoint the Servicer to carry out enforce its servicing respective rights and administrative duties hereunder.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

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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Nordstrom National Credit Bank, hereby agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Investor Certificates consent to Nordstrom National Credit 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 receivables credit card receiv- xxxxx 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 adminis- tration which it may deem necessary or desirable. Without With- out 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 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 10.1 of 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 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, Receivables and (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.registrations

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall (or, to the extent applicable, shall cause its Affiliates to) service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its the Inventory Security Agreements (as amended from time to time) relating to the Accounts (if applicable), the Financing Guidelines and otherwise in accordance with procedures that are customary and usual servicing procedures in the industry for servicing wholesale receivables comparable to the Receivables, 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 Beneficiaries; provided, that unless the Depositor shall have given the Rating Agencies ten (10) days' prior notice of its election not to take the following actions with respect to Receivables which and the Rating Agency Condition shall have been satisfied with respect thereto, the Servicer services for its own account shall charge-off as uncollectible (x) at least 33% of the principal amount of each Receivable with respect to which principal payments are delinquent by thirty (30) days or more, (y) at least 66% of the principal amount (before giving effect to any reduction therein pursuant to clause (x) hereof) of each Receivable with respect to which principal payments are delinquent by sixty (60) days or more, and in accordance (z) 100% of the remaining principal amount of each Receivable with respect to which principal payments are delinquent by ninety (90) days or more or interest payments (aggregating at least $150 with respect to Receivables under the Floorplan Financing Guidelinessame Account) are delinquent by 120 days or more. The Servicer and its applicable Affiliates 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 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 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 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.10.01 hereof:

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.. (c) 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. Section 3.2

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 10.016.01, 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 10.016.01, (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 Indenture Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust Issuer for the benefit of the Certificateholders Noteholders and the other Beneficiariesany Enhancement Provider, 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 Issuer 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 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 Owner 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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Holdings agrees to act as the Servicer under this Agreement and the Securityholders by their acceptance of Securities consent to Holdings acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Securityholders consent to any Account Owner acting as Servicer hereunder, in full substitution for Holdings; provided that such Account Owner acting as Servicer shall (i) be an Eligible Servicer and (ii) 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-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 Securityholders hereunder, PFRF 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 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 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.. (c) The Servicer shall not, and no Successor Servicer shall, 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 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 Accounts and Receivables in accordance with the 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 Securityholders. (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 Securities 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). (f) The Servicer shall maintain all records and documents relating to the Accounts on behalf of the Trust, in such a manner as shall enable the Servicer to perform its duties hereunder, including without limitation, the enforcement of the Accounts and the related Receivables. The Servicer shall maintain or cause to be maintained such records and documents for the period of time such records and documents are customarily kept by servicers or originators of revolving consumer credit card accounts and the Servicer shall not discard or destroy any such document or record unless in the reasonable belief of the Servicer the destruction of any such document or record would not result in an Adverse Effect. Section 3.2

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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a29) 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 Guidelinesgenerated by Ford. 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 Indenture 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 the Collection Account and or any other 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 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, (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; provided, however, that the Servicer shall notify the Owner Trustee, the Indenture 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, 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; provided further, that the Servicer may delegate its duties to International without the satisfaction of the Rating Agency Condition. 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.

Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Holdings agrees to act as the Servicer under this Agreement and the Securityholders by their acceptance of Securities consent to Holdings acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Securityholders consent to any Account Owner acting as Servicer hereunder, in full substitution for Holdings; provided that such Account Owner acting as Servicer shall (i) be an Eligible Servicer and (ii) 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-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 Securityholders hereunder, PFRF 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 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 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. (c) The Servicer shall not, and no Successor Servicer shall, 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 or such Successor Servicer, as the case may be, in connection with servicing other credit card receivables.