Common use of Acceptance of Appointment and Other Matters Clause in Contracts

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the Servicer. --------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby authorized and empowered, (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller Green Tree agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to the Seller Green Tree acting as Servicer. Notwithstanding the foregoing or any other provisions of this Agreement or any Supplement, the Investor Certificateholders consent to an Affiliate of Green Tree acting as Servicer hereunder; provided, that Green Tree will remain jointly and severally -------- liable with such Affiliate for the obligations of the Servicer hereunder. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to and the Receivables and in accordance with the Account Financing Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) 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 writingwriting to make withdrawals and payments, from any Interest Funding Account, the Excess Funding Account, any Principal Account and any Series Account, in accordance with such instructions as set ------------ forth in this Agreement, (iii) 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 under any Enhancement at such time as set forth in this Agreement and any Supplement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and Receivables, (ivv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission and any state securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsand (vi) to delegate certain of its service, collection, enforcement and administrative duties hereunder with respect to the Receivables to any Person who agrees to conduct such duties in accordance with the Servicer's customary and usual servicing procedures; 3-1 provided, that the Servicer shall remain jointly and severally liable for -------- such duties with such Person and shall give notice to the Trustee of any such delegation. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, any Principal Account, any Interest Funding Account, the Excess Funding Account Account, or any Series Account and to take any action required under any Enhancement at such time 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 documents certifies are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, offices or employees or accounts for servicing the Receivables which are separate from the procedures, offices, offices and employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller CompuCom agrees to act act, and is hereby appointed by the Trustee and the Transferor to act, as the Servicer under this Agreement. The Investor Certificateholders , and all Certificateholders, including the Transferor, by their acceptance of the Certificates consent to the Seller CompuCom acting as Servicer. (b) . The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with all Requirements of Law and in accordance with its customary and usual servicing procedures for servicing credit card receivables owned by it and comparable to the Receivables (and in no event in accordance with lesser standards than would be employed by a prudent institution in servicing comparable receivables for its own account) and in accordance with the Account Guidelines Credit and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full)Collection Policy, and 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 10.110.01, the Servicer is hereby authorized and empowered, empowered (i) 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 make withdrawals and payments, or ------------ to instruct ------------- the Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions Account as set forth in this AgreementAgreement or any Supplement, (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulationsall Requirements of Law, to commence enforcement proceedings with respect to such Receivables Receivable, and (iviii) to make any filings, reports, notices, applications, registrations with, and to seek any consents consent or authorizations from 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 or reporting requirements or laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (eb) The Servicer shall not not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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 receivablesreceivables of the same type. (fc) The Servicer shall maintain blanket fidelity bond coverage or coverage under one or more umbrella policies insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables Receivables covering such actions and in an amount equal to $10,000,000. (d) Subject to the rights retained by the Trustee pursuant to Section ------- 10.01, each of the Transferor and the Trustee hereby appoints the Servicer to enforce its respective rights and interest in and under the Receivables, the related Contracts and the Related Property. CompuCom shall hold in trust and, if CompuCom is not the Servicer, CompuCom shall promptly deliver to the Successor Servicer, and the Successor Servicer shall hold in trust, for the Transferor and the Trustee in accordance with their respective interests, any and all documents, instruments and records (including computer tapes or disks) that evidence or relate to Receivables. (e) Provided no Early Amortization Event shall have occurred and be continuing, subject to Section 3.09, the Servicer may, in accordance with the ------------ Credit and Collection Policy and at the direction of the Transferor, extend, amend or otherwise modify the terms of any Receivable or amend, modify or waive any term or condition of any Contract relating thereto. The Servicer may not make any change to the Credit and Collection Policy (including changes in respect of credit approval criteria, extensions of payment terms, and aging and write-off policies), unless the Rating Agency Condition is satisfied. (f) Except as otherwise required by law, Dilution Factors and Collections shall be applied to the Receivables to which they relate. (g) The Servicer shall provide all reports and documentation required by (h) In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of any court of competent jurisdiction ordering that the Transferor not transfer any additional Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Receivables transferred to the Trust prior to the occurrence of such event; and (B) the Servicer agrees to have such amounts applied as Collections in accordance with Section 4.03. ------------ For the purpose of the immediately preceding sentence of this Section 3.01(h), --------------- the Servicer shall treat the first received Collections with respect to the Receivables as allocable to the Trust for the benefit of all Certificateholders until the Trust shall have been allocated and paid Collections in an amount sufficient to pay the aggregate amount of Receivables in the Trust as of the date of occurrence of such event. (i) (A) Invoices sent to Obligors in respect of the Receivables will instruct the Obligors to send payments thereon by mail to the Post Office Boxes or by wire transfer to the wire transfer receipt account identified on Exhibit ------- 3.01(i) (such wire transfer receipt account, together with any other wire ------- transfer receipt account permitted hereunder, being referred to collectively as the "Wire Transfer Receipt Account"). Exhibit 3.01(i) hereto lists (x) post ----------------------------- --------------- office boxes which the Servicer believes maintains and to which Obligors are directed to send payments in respect of Receivables (such post office boxes, together with any other post office boxes permitted hereunder, being referred to collectively as the "Post Office Boxes"), (y) banks (such ----------------- banks, together with any other bank holding a Lock-Box Account in accordance with the terms hereof, being referred to collectively as the "Lock-Box Banks") -------------- which remove checks representing Collections from the Post Office Boxes and deposit the same in deposit accounts maintained at such banks in the name of the Servicer (the "Lock-Box Accounts"), and (z) the banks at which the Wire Transfer ----------------- Receipt Account is maintained (such banks, together with any other bank holding the Wire Transfer Receipt Account, being referred to collectively as the "Wire ---- Transfer Receipt Account Bank"). All Collections on Receivables transmitted by ----------------------------- Obligors to the Post Office Boxes rather than directly to the Servicer or to the Wire Transfer Receipt Account will, pending remittance to the Concentration Account, be reasonable from time held for the benefit of the Trust and are and shall be transferred to timethe Concentration Account (or the Collection Master Subaccount, if applicable) not later than the Business Day on which funds are available following receipt thereof.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders Noteholders by their acceptance of the Certificates Notes consent to the Seller FCNB's acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Collateral Certificate and the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Cardholder Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.17.1, the Servicer is hereby ----------- authorized and empowered, empowered (i) unless such ------------ power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, 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, in accordance with such instructions as set forth in ----------- this Agreement, (ii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1------- 7.1, to instruct the Indenture Trustee to make withdrawals and payments from the --- Series Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section ------- 7.1, to instruct the Indenture Trustee in writing as provided herein, and (iv) --- unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to execute and ----------- deliver, on behalf of the Trust Issuer for the benefit of the CertificateholdersNoteholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (c) [Reserved]If Seller is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of this Agreement (including by reason of the occurrence of an Insolvency Event), the Servicer agrees to allocate and pay to the Issuer, after such date, all Collections as contemplated by Section ------- 2.5(c). ------ (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (b) The Servicer shall service and administer the Receivables and 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 credit card wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.17.1, the Servicer is hereby authorized and empowered, (i) ----------- unless such ------------ power and authority is revoked by the Owner Trustee on account of the occurrence of a Servicer Servicing Default pursuant to Section 10.17.1, to make withdrawals and payments, or ------------ (i) to instruct ----------- the Indenture Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions 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 Servicer Default pursuant to Section 10.1, to instruct the Owner Trustee in writing, as set ------------ forth in this Agreementto take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the CertificateholdersResidual Interestholder and the 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 law and regulationsRequirements of Law, to commence enforcement proceedings with respect to such Receivables and Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission and any state securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements lawsrequirement, and (v) to delegate 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 no -------- ------- delegation will relieve the Servicer of its liability and responsibility with respect to such duties. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (cb) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated In the event that the Transferor is unable for any reason to use servicing procedurestransfer Receivables to the Trust in accordance with the provisions of this Agreement then, officesin any such event, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer agrees (i) to give prompt written notice thereof to the Owner Trustee, the Indenture Trustee, any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in connection any such event allocate, after the occurrence of such event, payments on each Account with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing respect to the principal balance of its officers such Account first to the oldest principal balance of such Account, and employees who are involved to have such payments applied as Collections 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.accordance with Section 8.2

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby authorized and empowered, (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller FCNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders Noteholders by their acceptance of the Certificates Notes consent to the Seller FCNB's acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the [Collateral Certificate and] the Receivables in accordance with its customary and usual servicing procedures for servicing credit card charge account receivables comparable to the Receivables and in accordance with the Charge Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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, if the Servicer changes its policies with respect -------- ------- to the treatment of delinquencies or the recognition of charge-offs, the Servicer shall provide to each Rating Agency written notice of such change in policy. Without limiting the generality of the foregoing and subject to Section 10.1------- 7.1, the Servicer is hereby authorized and empowered, empowered (i) unless such ------------ power and --- authority is revoked by the Owner Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Owner Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, to instruct the Owner Trustee to make ----------- withdrawals and payments from the Series Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) unless such power and authority is revoked by the Owner Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to instruct the Owner Trustee in ----------- writing as provided herein, and (iv) unless such power and authority is revoked by the Owner Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to execute and deliver, on behalf of the Trust Issuer for the benefit ----------- of the CertificateholdersNoteholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Owner Trustee agrees that it shall promptly follow the instructions of the Servicer Servicer, including those to withdraw funds from the Collection and any other Series Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (ci) [Reserved]In the event that Seller is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of this Agreement (including by reason of the occurrence of an Insolvency Event) the Servicer agrees to allocate and pay to the Issuer, after such date, all Collections in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Issuer. (ii) In the event that pursuant to Section 2.4(d), Seller accepts a -------------- retransfer of an Ineligible Receivable as a result of a breach of the representations and warranties in Section 2.4(b) relating to such -------------- Receivable, the Servicer agrees to allocate payments received in respect of the Account giving rise to such Receivable first to the total amount of Principal Receivables of the appropriate Obligor retained in the Issuer and thereafter to the total amount owing by such Obligor on any Ineligible Receivables retransferred to Seller. (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card charge account receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the ServicerServicer . --------------------------- (a) The Seller Lexmark agrees to act act, and is hereby appointed by the Administrative Agent to act, subject to the terms hereof, as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent , and all Owners are deemed to the Seller have consented to Lexmark acting as Servicer. (b) . The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables owned by it and comparable to the Receivables in which a Purchased Interest is acquired hereunder and in accordance with the Account Guidelines its Credit and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) Collection Policy and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 if any Person succeeds Lexmark as the -------- ------- Servicer, such Servicer shall service the Receivables in which a Purchased Interest is acquired hereunder 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 10.1Sections 4.08 and 4.09 hereof, the Servicer is hereby authorized and empowered, empowered (i) unless such ------------ power to receive and authority hold in trust for the Owners Collections received from Receivables in which a Purchased Interest is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, 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, in accordance with such instructions acquired hereunder as set forth in Article II and elsewhere in this Agreement, Agreement and (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust Administrative Agent (for the benefit of the CertificateholdersOwners), 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 in which a Purchased Interest is acquired hereunder permitted under and in compliance with applicable law Law and regulations. (b) Subject to the rights retained by the Administrative Agent pursuant to Section 4.08 hereof, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf each of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws. The Trustee agrees that it shall promptly follow Seller, the instructions of Owners and the Administrative Agent hereby appoint the Servicer to withdraw funds from enforce its respective rights and interests in and to the Collection AccountPurchased Interest. If any Person succeeds Lexmark as the Servicer, Lexmark shall promptly deliver to such Successor Servicer, and the Servicer shall hold in trust for the Administrative Agent, the Excess Funding Account Owners and the Seller, in accordance with their respective interests, all documents instruments and records (including computer tapes or any Series Account and disks) that are reasonably necessary to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish service or collect the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderPurchased Interest. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Bank agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (b) The As agent for the Transferor and the Trust, the Servicer shall service and administer the Receivables 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 credit card receivables comparable to the Receivables and in accordance with the Account Guidelines Credit Card Guidelines. As agent for the Transferor and the covenants of the Seller set forth in Section 2.5Trust, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer or its designee is hereby authorized and empowered, (i) 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 make withdrawals and payments, or ------------ (i) to instruct the Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Special Funding Account and any Series Account, in accordance with such instructions as set forth in this AgreementAgreement or any Supplement, (ii) 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 writingtake any action required or permitted under any Series Enhancement, as set ------------ forth in this AgreementAgreement or any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the CertificateholdersSecurityholders, 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 law and regulationsRequirements of Law, to commence enforcement collection proceedings with respect to such Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from 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 securities or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreementother laws or regulations. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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 blanket bond coverage insuring against losses through wrongdoing 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 officers duties hereunder, including without limitation, the enforcement of the Accounts and employees who 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 involved 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 servicing reasonable belief of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timethe destruction of any such document or record would not result in an Adverse Effect.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Household Finance Corporation agrees to act as the Servicer under this Agreement. The Investor Certificateholders Agreement and the Noteholders by their acceptance of the Certificates Notes consent to the Seller Household Finance Corporation acting as Servicer. (b) The As agent for each Transferor, the Owner Trustee and the Trust, the Servicer shall service and administer the Receivables (including the underlying receivables) and any Participation Interests, shall collect payments due and deposit into the Collection Account amounts received under the Receivables (including the underlying receivables) and any Participation Interests and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing revolving credit card receivables comparable to the Receivables and in accordance with the Account Guidelines Credit Guidelines. As agent for each Transferor, the Owner Trustee and the covenants of the Seller set forth in Section 2.5Trust, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, HRF 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 10.17.01, the Servicer or its designee is hereby authorized and empowered, (i) unless such ------------ power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.01, to make withdrawals and payments, or ------------ (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Special Funding Account and any Series Account, in accordance with such instructions as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) 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 writingtake any action required or permitted under any Series Enhancement, as set ------------ forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the CertificateholdersTrust, 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 law and regulationsRequirements of Law, to commence enforcement collection proceedings with respect to such Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from 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 securities or reporting requirements lawsor other laws or regulations. The Trustee agrees that it shall promptly follow the instructions Each of the Servicer to withdraw funds from Owner Trustee and the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Indenture Trustee shall furnish the Servicer with any documents in such Person's possession reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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 revolving credit card receivables. (fd) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Credit Agreements relating to the Accounts and the Credit Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its officers own funds, without reimbursement, all expenses incurred in connection with the Trust and employees who are involved in the servicing activities hereunder including expenses related to enforcement of credit card receivables covering such actions the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, and the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange. The Transferor shall pay out of its own funds, without reimbursement, the costs and expenses relating to any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in such amounts as the Servicer believes this Agreement to be reasonable from time to timepayable by the Trust or the Transferor (other than federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust).

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the Servicer. --------------------------------------- (a) The Seller First USA agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines Credit Card Guidelines. The Servicer shall service and administer the covenants Collateral Certificates and shall collect payments due under the Collateral Certificates in accordance with the terms and provisions of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and the each such Collateral Certificate. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.110.01, the Servicer is hereby authorized and empowered, (i) empowered unless such ------------ power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.110.01, to make withdrawals and payments, or ------------ (i) to instruct the applicable Collateral Agent, the Indenture Trustee or the Owner Trustee to make allocations, withdrawals and payments, payments to or from the Collection Account, the Excess Funding Account and any Series AccountSupplemental Bank Account or Sub-Account as set forth in this Agreement, the Indenture, the applicable Asset Pool Supplement or any Indenture Supplement, (ii) to take any action required or permitted under any Supplemental Credit Enhancement or Derivative Agreement, as set forth in accordance with such instructions this Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture Supplement, (iii) to instruct the applicable Collateral Agent, the Indenture Trustee or the Owner Trustee in writing, as set forth in this Agreement, (ii) 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, as set ------------ forth in this Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Collateral Certificates and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulationsRequirements of Law, to commence enforcement proceedings with respect to such Receivables Receivables, (v) to execute and deliver, on behalf of the Trust, any and all instruments deemed necessary or appropriate by it to take any action or fulfill any obligation with respect to the Collateral Certificates and (ivvi) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsrequirements. The Each of the Collateral Agents, the Indenture Trustee agrees and the Owner Trustee agree that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series applicable Bank Account and to take any action required under any Supplemental Credit Enhancement or Derivative Agreement at such time as required under this Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture Supplement. The Each of the Collateral Agents, the Indenture Trustee and the Owner Trustee shall furnish execute at the Servicer with Servicer's written request such documents prepared by any documents Transferor and acceptable to the applicable Collateral Agent or the Indenture Trustee, as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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 the applicable credit card company, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall, on and after such time as Receivables are included as Trust Assets, pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Collateral Certificates and the Receivables. Prior to the inclusion of Receivables as Trust Assets, such expenses shall be paid by each Transferor in accordance with Section 12.03. (f) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables accounts covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller FCNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders Noteholders by their acceptance of the Certificates Notes consent to the Seller FCNB's acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Collateral Certificate and the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Cardholder Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.17.1, the Servicer is hereby ----------- authorized and empowered, empowered (i) unless such ------------ power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, 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, in accordance with such instructions as set forth in ----------- this Agreement, (ii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, to instruct the Indenture Trustee to make withdrawals and payments from the Series Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to instruct the Indenture Trustee in writing as provided herein, and (iv) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to execute and ----------- deliver, on behalf of the Trust Issuer for the benefit of the CertificateholdersNoteholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (c) [Reserved]If Seller is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of this Agreement (including by reason of the occurrence of an Insolvency Event), the Servicer agrees to allocate and pay to the Issuer, after such date, all Collections as contemplated by Section ------- 2.5(c). ------ (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the Servicer. ---------------. (a) The Seller DNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to the Seller DNB acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Credit Card Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1foregoing, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals and payments, from the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Principal Account, the Finance Charge Account, the Excess Funding Account Account, or any Series Account and to take any action required under any Credit Enhancement at such time as required under this Agreement. The Trustee shall furnish execute at the Servicer with any Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved]In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.2 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer agrees to apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) [Reserved]In the event that pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller FCNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders Noteholders by their acceptance of the Certificates Notes consent to the Seller FCNB's acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Collateral Certificate and the Receivables in accordance with its customary and usual servicing procedures for servicing credit card charge account receivables comparable to the Receivables and in accordance with the Charge Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.17.1, the ----------- Servicer is hereby authorized and empowered, empowered (i) unless such ------------ power and authority is revoked by the Owner Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, 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, in accordance with such instructions ----------- as set forth in this Agreement, (ii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, to instruct the Indenture Trustee to make withdrawals ----------- and payments from the Series Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to instruct the Indenture Trustee in writing as ----------- provided herein, and (iv) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 7.1, to execute and deliver, on behalf of the Trust Issuer for the benefit of ----------- the CertificateholdersNoteholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (c) [Reserved]If Seller is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of this Agreement (including by reason of the occurrence of an Insolvency Event), the Servicer agrees to allocate and pay to the Issuer, after such date, all Collections as contemplated by Section ------- 2.5(c). ------ (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card charge account receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. ---------------. (a) The Seller Mail-Well I Corporation agrees to act as the Servicer under ------------ this Agreement. The Investor Certificateholders Agreement and the Certificateholders, by their acceptance of the Certificates Certificates, consent to the Seller Mail-Well I Corporation acting as Servicer. (b) The Servicer shall service and administer the Receivables and Receivables, shall collect payments due under the Receivables and shall charge off Receivables as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Guidelines Credit and Collection Policy. Subject to the covenants first sentence of the Seller set forth in this Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full3.01(b), and the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Subject to the first sentence of this Section 3.01(b), without limiting the generality of the foregoing, subject to Section 10.01, the Servicer is hereby authorized and empowered (i) to provide information to the Trustee to permit it to make withdrawals and payments from the Collection Account, the Canadian Collection Account and any Series Account, as set forth in this Agreement or any Supplement, and (ii) to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement. Without limiting the generality of the foregoing and subject to Section 10.110.01, the Servicer is hereby authorized and empowered, (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from 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 securities laws or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreementrequirements. The Trustee shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller CompuCom agrees to act act, and is hereby appointed by the Trustee and the Transferor to act, as the Servicer under this Agreement. The Investor Certificateholders , and all Certificateholders, including the Transferor, by their acceptance of the Certificates consent to the Seller CompuCom acting as Servicer. (b) . The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with all Requirements of Law and in accordance with its customary and usual servicing procedures for servicing credit card receivables owned by it and comparable to the Receivables (and in no event in accordance with lesser standards than would be employed by a prudent institution in servicing comparable receivables for its own account) and in accordance with the Account Guidelines Credit and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full)Collection Policy, and 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 10.110.01, the Servicer is hereby authorized and empowered, empowered (i) 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 make withdrawals and payments, or ------------ to instruct ------------- the Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions Account as set forth in this AgreementAgreement or any Supplement, (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulationsall Requirements of Law, to commence enforcement proceedings with respect to such Receivables Receivable, and (iviii) to make any filings, reports, notices, applications, registrations with, and to seek any consents consent or authorizations from 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 or reporting requirements or laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (eb) The Servicer shall not not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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 receivablesreceivables of the same type. (fc) The Servicer shall maintain blanket fidelity bond coverage or coverage under one or more umbrella policies insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables Receivables covering such actions and in an amount equal to $10,000,000. (d) Subject to the rights retained by the Trustee pursuant to Section ------- 10.01, each of the Transferor and the Trustee hereby appoints the Servicer to ----- enforce its respective rights and interest in and under the Receivables, the related Contracts and the Related Property. CompuCom shall hold in trust and, if CompuCom is not the Servicer, CompuCom shall promptly deliver to the Successor Servicer, and the Successor Servicer shall hold in trust, for the Transferor and the Trustee in accordance with their respective interests, any and all documents, instruments and records (including computer tapes or disks) that evidence or relate to Receivables. (e) Provided no Early Amortization Event shall have occurred and be continuing, subject to Section 3.09, the Servicer may, in accordance with the ------------ Credit and Collection Policy and at the direction of the Transferor, extend, amend or otherwise modify the terms of any Receivable or amend, modify or waive any term or condition of any Contract relating thereto. The Servicer may not make any change to the Credit and Collection Policy (including changes in respect of credit approval criteria, extensions of payment terms, and aging and write-off policies), unless the Rating Agency Condition is satisfied. (f) Except as otherwise required by law, Dilution Factors and Collections shall be applied to the Receivables to which they relate. (g) The Servicer shall provide all reports and documentation required by Section 3.04. ------------ (h) In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of any court of competent jurisdiction ordering that the Transferor not transfer any additional Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Receivables transferred to the Trust prior to the occurrence of such event; and (B) the Servicer agrees to have such amounts applied as Collections in accordance with Section 4.03. For ------------ the purpose of the immediately preceding sentence of this Section 3.01(h), the --------------- Servicer shall treat the first received Collections with respect to the Receivables as allocable to the Trust for the benefit of all Certificateholders until the Trust shall have been allocated and paid Collections in an amount sufficient to pay the aggregate amount of Receivables in the Trust as of the date of occurrence of such event. (i) (A) Invoices sent to Obligors in respect of the Receivables will instruct the Obligors to send payments thereon by mail to the Post Office Boxes or by wire transfer to the wire transfer receipt account identified on Exhibit ------- 3.01(i) (such wire transfer receipt account, together with any other wire ------- transfer receipt account permitted hereunder, being referred to collectively as the "Wire Transfer Receipt Account"). Exhibit 3.01(i) hereto lists (x) post ----------------------------- --------------- office boxes which Obligors are directed to send payments in respect of Receivables (such post office boxes, together with any other post office boxes permitted hereunder, being referred to collectively as the "Post Office Boxes"), ----------------- (y) banks (such banks, together with any other bank holding a Lock-Box Account in accordance with the terms hereof, being referred to collectively as the "Lock-Box Banks") which remove checks representing Collections from the Post -------------- Office Boxes and deposit the same in deposit accounts maintained at such banks in the name of the Transferor (the "Lock-Box Accounts"), and (z) the banks at ----------------- which the Wire Transfer Receipt Account is maintained (such banks, together with any other bank holding the Wire Transfer Receipt Account, being referred to collectively as the "Wire Transfer Receipt Account Bank"). All Collections on ---------------------------------- Receivables transmitted by Obligors to the Post Office Boxes rather than directly to the Servicer believes or to the Wire Transfer Receipt Account will, pending remittance to the Concentration Account, be reasonable from time held for the benefit of the Trust and are and shall be transferred to timethe Concentration Account (or the Collection Master Subaccount, if applicable) not later than the Business Day on which funds are available following receipt thereof.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller FCNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Investor Certificates consent to the Seller FCNB acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Cardholder Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 ------- 10.1, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make ------------ withdrawals and payments from the Principal Accounts, the Finance Charge Accounts and any other Investor Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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 as provided herein, and (iv) 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 execute and deliver, on behalf of the Trust ------------ for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer Servicer, including those to withdraw funds from the Collection AccountPrincipal Accounts, the Finance Charge Accounts, the Excess Funding Account or and any other Series Account and to take any action required under any Enhancement at such time as required under this AgreementAccount. 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. (ci) [Reserved]In the event that Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the occurrence of an Insolvency Event) the Servicer agrees to allocate and pay to the Trust, after such date, all Collections in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust. (ii) In the event that pursuant to subsection 2.4(d), Seller ----------------- accepts a retransfer of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) ----------------- relating to such Receivable, the Servicer agrees to allocate payments received in respect of the Account giving rise to such Receivable first to the total amount of Principal Receivables of the appropriate Obligor retained in the Trust and thereafter to the total amount owing by such Obligor on any Ineligible Receivables retransferred to Seller. (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller First USA Federal Savings Bank agrees to act as the Servicer under this Agreement. The Investor Certificateholders Certificateholders, by their acceptance of the Certificates Certificates, consent to the Seller First USA Federal Savings Bank acting as the Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card unsecured consumer loan receivables comparable to the Receivables and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.19.1, the Servicer or its designee is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.19.1, to instruct the Trustee in writing, as set ------------ forth in this Agreement, (iiiii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iviii) to make take any filings, reports, notices, applications, registrations with, other action and exercise any other power permitted to seek any consents be taken or authorizations from exercised by the Securities and Exchange Commission and any state securities authority on behalf Servicer pursuant to the terms of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsthis Agreement. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Class A Distribution Account, the Class B Distribution Account and to the Class C Distribution Account and make demands for withdrawals from the Spread Account and take any action required under any Enhancement this Agreement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderhereunder and the Trustee shall not be held responsible for any act or omission by the Servicer in its use of such powers of attorney. (c) [Reserved]In the event that a Receivable becomes a Repurchased Receivable then, in any such event, the Servicer agrees to account for payments received with respect to such Repurchased Receivable separately from its accounting for Collections on Receivables retained by the Trust. (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card unsecured consumer loan receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. ---------------. (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent shall (or, to the Seller acting as Servicer. (bextent applicable, shall ------------ cause its Affiliates to) The Servicer shall service and administer the Receivables and shall Receivables, collect payments due under the Receivables and 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 credit card 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 and in accordance the Rating Agency Condition shall have been satisfied with respect thereto, the Account Guidelines and the covenants Servicer shall charge-off as uncollectible (x) at least 33% of the Seller set forth in Section 2.5principal amount of each Receivable with respect to which principal payments are delinquent by thirty (30) days or more, including (y) at least 66% of the covenants set forth in ----------- Sections 2.5(e)(iprincipal 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 (iiz) 100% of the remaining principal amount of each Receivable with respect to which principal payments are delinquent by ninety (which 90) days or more or interest payments (aggregating at least $150 with respect to Receivables under the same Account) are delinquent by 120 days or more. The Servicer hereby agrees to perform in ------------------ ---- full), and the Servicer 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 10.110.01 hereof, the Servicer is hereby authorized and empowered, (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, 10.01 hereof: (i) to instruct the Trustee in writing, 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 CertificateholdersCertificateholders 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 in 3.01 compliance with applicable law and regulationsRequirements of Law, to commence enforcement proceedings with respect to such Receivables and Receivables; (iv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission and any state State securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal Federal or state State securities laws or reporting requirements laws. The Trustee 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 Financing Guidelines and this Agreement; provided, however, that it shall promptly follow the instructions of the Servicer to withdraw funds from shall notify the Collection AccountTrustee, the Excess Funding Account or Rating -------- ------- Agencies, any Series Account Agent and to take any action required under any Enhancement at Providers in writing of any such time as required under this Agreementdelegation 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 reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder; (b) In the event that the Depositor is unable for any reason to transfer Receivables with respect to any Initial Account or any Additional Account to the trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 hereof or any court of competent jurisdiction ordering that the Depositor not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to the Trustee, any Enhancement Providers and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each such Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, and to have such payments applied as Collections in accordance with Section 4.02 hereof. The parties hereto agree that Non-Principal Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms of this Agreement. (c) [Reserved] (d) [Reserved] (e) The Servicer and its Affiliates servicing the Receivables shall not, and any Successor Servicer shall not be obligated to to, use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees employees (S) 3.01 and accounts used by the Servicer and its Affiliates in connection with servicing other credit card receivablesreceivables comparable to the Receivables. (fd) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of comply with and perform its officers servicing obligations with respect to the Accounts and employees who are involved Receivables in accordance with the servicing of credit card receivables covering such actions and in such amounts Inventory Security Agreements (as the Servicer believes to be reasonable amended from time to time) relating to the Accounts, if applicable, and the Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Trust or any of the Beneficiaries. Subject to compliance with all Requirements of Law, the Servicer (or BCI) and any Affiliate of BCI may change the terms and provisions of the Accounts, including, without limitation, the Inventory Security Agreements and the Financing Guidelines, in any respect (including the calculation of the amount or the timing of charge-offs and the rate of the finance charge, if any, assessed thereon), only if as a result of such change, in the reasonable judgment of the Servicer no Early Amortization Event will occur.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Chase Bank agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to the Seller Chase Bank acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Credit Card Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals and payments, from the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Principal Account, the Finance Charge Account, the Excess Funding Account Account, or any Series Account and to take any action required under any Credit Enhancement at such time as required under this Agreement. The Trustee shall furnish execute at the Servicer with any Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved]In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.2 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer agrees to apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) [Reserved]In the event that pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the Master Servicer. ---------------. (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (b) The Master Servicer shall service and ---------------------- administer the Receivables and 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 credit card wholesale receivables comparable to the Receivables which the Master Servicer services for its own account and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and the applicable Floorplan Financing Guidelines. The Master 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 10.110.01, the Master Servicer is hereby authorized and empowered, (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Servicing Default pursuant to Section 10.110.01, (i) to instruct the Trustee in writing, 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 CertificateholdersCertificateholders 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 law and regulationsRequirements of Law, to commence enforcement proceedings with respect to such Receivables and Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission and any state State securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal Federal or state State securities laws or reporting requirements laws. The Trustee 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 applicable Floorplan Financing Guidelines and this Agreement; provided, however, that it the Master Servicer shall promptly follow notify the instructions of the Servicer to withdraw funds from the Collection Account-------- ------- Trustee, the Excess Funding Account or Rating Agencies, any Series Account Agent and to take any action required under any Enhancement at Providers in writing of any such time as required under this Agreementdelegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Master 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 Master Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (cb) [Reserved] In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement then, in any such event, the Master Servicer agrees (di) [Reserved] to give prompt written notice thereof to the Trustee, any Enhancement Providers, any Agent and each Rating Agency and (eii) The Servicer that it shall not be obligated in any such event allocate after the occurrence of such event, payments on each Account with respect to use servicing proceduresthe principal balance of such Account first to the oldest principal balance of such Account, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer to have such payments applied as Collections in connection accordance with servicing other credit card receivablesSection 4. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Capital One Bank agrees to act as the Servicer under this Agreement. The Investor Agreement and the Certificateholders by their acceptance of the Certificates consent to the Seller Capital One Bank acting as Servicer. (b) The Servicer shall service and administer the Receivables and 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 consumer credit card and other consumer revolving credit receivables comparable to the Receivables and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and the Lending Guidelines. The Servicer shall have full power and authority, acting alone or through any party Person properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.110.01 and provided Capital One Bank is the Servicer, the Servicer or its designee (other than the Trustee) is hereby authorized and empowered, empowered (i) 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 make withdrawals and payments, payments or ------------ to instruct the Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions as set forth in this AgreementAgreement or any Supplement, and (ii) 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 writingtake any action required or permitted under any Series Enhancement, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders, any Servicer or its designee is hereby authorized 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission (the "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 requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreementrequirements. The Trustee shall furnish furnish, within a reasonable period of time, the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card and consumer revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Lending Agreements relating to the Accounts and the Lending Guidelines and all applicable rules and regulations of VISA, MasterCard and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including the reasonable fees and expenses of its counsel) in accordance with Section 11.05, fees and disbursements of independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or a Seller (other than federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by the Sellers it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. If any such request is made, the Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing give notice to the Sellers and the Trustee on the date on which such Investor Certificates are approved for such listing and within three (3) Business Days following receipt of notice by the 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 officers and employees who are involved sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timepreceding sentence.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Investor Certificates consent to the Seller acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Cardholder Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 ------- 10.1, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make ------------ withdrawals and payments from the Principal Accounts, the Finance Charge Accounts and any other Investor Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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 as provided herein, and (iv) 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 execute and deliver, on behalf of the Trust ------------ for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer Servicer, including those to withdraw funds from the Collection AccountPrincipal Accounts, the Finance Charge Accounts, the Excess Funding Account or and any other Series Account and to take any action required under any Enhancement at such time as required under this AgreementAccount. 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. (ci) [Reserved]In the event that Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the occurrence of an Insolvency Event) the Servicer agrees to allocate and pay to the Trust, after such date, all Collections in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust. (ii) In the event that pursuant to subsection 2.4(d), Seller ----------------- accepts a retransfer of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) ----------------- relating to such Receivable, the Servicer agrees to allocate payments received in respect of the Account giving rise to such Receivable first to the total amount of Principal Receivables of the appropriate Obligor retained in the Trust and thereafter to the total amount owing by such Obligor on any Ineligible Receivables retransferred to Seller. (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller FCNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Investor Certificates consent to the Seller FCNB's acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card charge account receivables comparable to the Receivables and in accordance with the Charge Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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, if the Servicer changes its policies with respect to the treatment of delinquencies or the recognition of charge-offs, the Servicer shall provide to each Rating Agency written notice of such change in policy. Without limiting the generality of the foregoing and subject to Section 10.1, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals and payments from the Series Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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 as provided herein, and (iv) 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 execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer Servicer, including those to withdraw funds from the Collection and any other Series Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (ci) [Reserved]In the event that Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the occurrence of an Insolvency Event) the Servicer agrees to allocate and pay to the Trust, after such date, all Collections in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust. (ii) In the event that pursuant to subsection 2.4(d), Seller accepts a retransfer of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, the Servicer agrees to allocate payments received in respect of the Account giving rise to such Receivable first to the total amount of Principal Receivables of the appropriate Obligor retained in the Trust and thereafter to the total amount owing by such Obligor on any Ineligible Receivables retransferred to Seller. (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card charge account receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller FCNB agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Investor Certificates consent to the Seller FCNB acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Cardholder Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby ------------ authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this ---- Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to ------------ instruct the Trustee to make withdrawals and payments from the Principal Accounts, the Finance Charge Accounts and any other Investor Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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 as provided herein, and (iv) 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 execute and deliver, on behalf of the Trust for the benefit of ------------ the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer Servicer, including those to withdraw funds from the Collection AccountPrincipal Accounts, the Finance Charge Accounts, the Excess Funding Account or and any other Series Account and to take any action required under any Enhancement at such time as required under this AgreementAccount. 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. (ci) [Reserved]In the event that Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the occurrence of an Insolvency Event) the Servicer agrees to allocate and pay to the Trust, after such date, all Collections in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust. (ii) In the event that pursuant to subsection 2.4(d), Seller ---------------- accepts a retransfer of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) ---------------- relating to such Receivable, the Servicer agrees to allocate payments received in respect of the Account giving rise to such Receivable first to the total amount of Principal Receivables of the appropriate Obligor retained in the Trust and thereafter to the total amount owing by such Obligor on any Ineligible Receivables retransferred to Seller. (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller First USA agrees to act as the Servicer under this Agreement. The Agreement and any Investor Certificateholders and the Seller by their its acceptance of the Certificates consent consents to the Seller First USA acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Credit Card Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.110.01 of the Agreement, the Servicer is hereby authorized and empowered, empowered (i) 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 make withdrawals and payments, or ------------ payments and to instruct the Trustee to make withdrawals and payments, payments from the Collection Account, Account or any other account or accounts maintained for the Excess Funding Account and any Series Account, in accordance with such instructions benefit of Certificateholders as set forth in this AgreementAgreement or any Supplement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.110.01 of the Agreement, to instruct the Trustee in writing, to take any action permitted or required under any Enhancement at such time as set ------------ forth in this AgreementAgreement and any Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and Receivables, (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal Federal or state securities or reporting requirements or laws, (v) to delegate certain of its service, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to [First Data Resources, Inc.] or any other Person who agrees to conduct such duties in accordance with the Credit Card Guidelines; provided, however, that -------- ------- the Servicer shall notify each Rating Agency in writing of any significant delegation of its duties to a Person other than [First Data Resources, Inc.] and which is not in the ordinary course of the Servicer's business and that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties, (vi) to take any and all actions which it may deem necessary, appropriate or desirable with respect to the servicing of Defaulted Receivables and the management and supervision of Recoveries, including, but not limited to, the entering into of one or more transactions for the sale or transfer of Defaulted Receivables at such prices and upon such terms as the Servicer, in its sole discretion, shall deem to be appropriate and (vii) to enter into such contracts, agreements or other documents which it may deem necessary, appropriate or desirable to effectuate any of the foregoing authorizations or empowerments. The Trustee agrees that it shall promptly follow the instructions of the Servicer with regard to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderEnhancement. (c) [Reserved]In the event that the Servicer is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.02 of the Agreement or any Governmental Authority having regulatory authority over the Servicer or any court of competent jurisdiction ordering that the Servicer not transfer any additional Principal Receivables to the Trust) then, in any such event (except as prohibited by such order), (A) the Servicer agrees to allocate, after such date, all Collections (including Collections of Finance Charge Receivables) with respect to Principal Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections (including Collections of Finance Charge Receivables) with respect to such Receivables which would have been Principal Receivables but for the Servicer's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables in the Trust as of such date) in accordance with subsection 2.08(f) of the Agreement, (B) the Servicer agrees to have such amounts applied as Collections in accordance with Article IV and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clause (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Servicer's inability to transfer Principal Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with the related Supplement and all amounts which would have constituted Principal Receivables but for the Servicer's inability to transfer Principal Receivables to the Trust shall be deemed to be Principal Receivables for purposes of calculating the Invested Percentage thereunder. For the purpose of the immediately preceding sentence of this subsection 3.01(c) of the Agreement, the Seller and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount sufficient to pay the agreement amount of Principal Receivables in the Trust as of the date of occurrence of such event. (d) [Reserved] (e) The So long as there is no Successor Servicer the Servicer shall not not, and no Successor Servicer shall be obligated to to, use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time. (f) The Servicer hereby agrees that, except as otherwise required by any Requirement of Law applicable to the Servicer or as is deemed by the Seller to be necessary in order for the Seller to maintain its credit card business on a competitive basis based on a good faith assessment by the Seller of the nature of its competition in the credit card business, it shall not at any time reduce (x) the APR of the Periodic Rate Finance Charges assessed on the Receivables with respect to which a fixed rate APR is assessed, (y) in the case of Receivables as to which a variable rate APR is assessed, the percentage charged in excess of the index rate used in calculating the Periodic Rate Finance Charge, and/or (z) any fees charged on any of the Accounts, if as a result of any such reduction, the Servicer's reasonable expectation of the Portfolio Yield as of such date would be less than the Base Rate. (g) 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 VISA USA, Inc. and MasterCard International Incorporated or any substantial equivalent complying with the provisions of subsection 2.08(h) of the Agreement, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Trust or the Certificateholders hereunder or under the Certificates. The Servicer may change the terms and provisions of the Credit Card Agreement or the Credit Card Guidelines with respect to any Account in any respect (including, without limitation, the calculation of the amount, or the timing, of charge-offs and the Periodic Rate Finance Charge assessed thereon) only if in the reasonable judgment of the Servicer (a) if the Seller owns a comparable segment of consumer revolving credit card accounts, then such change is made applicable to such comparable segment which has characteristics the same as, or substantially similar to, the Accounts which are the subject of such change and (b) if it does not own such a comparable segment, then the Servicer will not make any such change with the intent to materially benefit the Seller over the Investor Certificateholders. (h) The Servicer agrees that, upon a request by the Seller or the Trustee, it will use its best efforts to obtain and maintain the listing of any Series of Investor Certificates on the Luxembourg Stock Exchange or other stock exchange designated in the Supplement relating to such Series. If any such request is made, the Servicer shall give written notice to the Seller and the Trustee on the date on which such Series of 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 Series of Investor Certificates by the Luxembourg Stock Exchange or such other stock exchange. The Trustee or the Servicer, each in its sole discretion, may terminate any listing on the Luxembourg Stock Exchange or such other stock exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Household Finance Corporation agrees to act as the Servicer under this Agreement. The Investor Certificateholders Agreement and the Noteholders by their acceptance of the Certificates Notes consent to the Seller Household Finance Corporation acting as Servicer. (b) The As agent for each Transferor and the Trust, the Servicer shall service and administer the Receivables and (including the underlying receivables), shall collect and deposit into the Collection Account payments due under the Receivables (including the underlying receivables) and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing revolving credit card receivables comparable to the Receivables and in accordance with the Account Guidelines Credit Guidelines. As agent for each Transferor and the covenants of the Seller set forth in Section 2.5Trust, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and the Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that subject to the rights of the Owner Trustee, the Indenture Trustee and the Noteholders hereunder, HRF 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 10.17.01, the Servicer or its designee is hereby authorized and empowered, (i) unless such ------------ power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.01, to make withdrawals and payments, or ------------ (i) to instruct the Owner Trustee or the Indenture Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Special Funding Account and any Series Account, in accordance with such instructions as set forth in this Agreement, the Indenture or any Indenture Supplement, (ii) 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 writingtake any action required or permitted under any Series Enhancement, as set ------------ forth in this Agreement, the Indenture or any Indenture Supplement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the CertificateholdersTrust, 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 law and regulationsRequirements of Law, to commence enforcement collection proceedings with respect to such Receivables and (iv) to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from 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 securities or reporting requirements lawsor other laws or regulations. The Owner Trustee agrees that it shall promptly follow and the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Indenture Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not not, and no Successor Servicer shall, be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate 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 revolving credit card receivables. (fd) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Credit Agreements relating to the Accounts and the Credit Guidelines and all applicable rules and regulations of MasterCard and VISA, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Noteholders. (e) The Servicer shall pay out of its officers own funds, without reimbursement, all expenses incurred in connection with the Trust and employees who are involved in the servicing activities hereunder including expenses related to enforcement of credit card receivables covering such actions the Receivables, fees and disbursements of the Owner Trustee and the Indenture Trustee (including the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in such amounts as the Servicer believes this Agreement to be reasonable from time to timepayable by the Trust or the Transferor (other than federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust).

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent to the Seller acting as Servicer. (ba) The Servicer shall service and administer the Receivables and 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 credit card wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Account Guidelines and Financing Guidelines; provided, however, -------- ------- that (i) the covenants Servicer shall change its policy for charging off wholesale receivables as totally uncollectible only upon satisfaction of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) Rating Agency Condition and (ii) (which 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 hereby agrees shall succeed to perform the duties of the Servicer, the Successor Servicer shall service the Receivables in ------------------ ---- full), and the 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 10.1, the Servicer is hereby authorized and empowered, (i) unless such ------------ power and authority is revoked by the Trustee on 49 account of the occurrence of a Servicer Default pursuant to Section 10.1, to make withdrawals and payments, or ------------ (i) to instruct the Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions Account as set forth in this AgreementAgreement or any Supplement, (ii) 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, as set ------------ forth in this Agreementto take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the CertificateholdersCertificateholders 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 law and regulationsRequirements 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 and Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission and any state State securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal Federal or state State securities laws or reporting requirements laws. The Trustee 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 Financing Guidelines (or such other standards required hereunder in the case of a Successor Servicer) and this Agreement; provided, however, that it the -------- ------- Servicer shall promptly follow notify the instructions 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 withdraw funds from such duties and that the Collection Account, the Excess Funding Account or Rating Agency Condition shall have been satisfied with respect to any Series Account and to take any action required under any Enhancement at such time as required under this Agreementdelegation. 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. (cb) [Reserved] In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (dincluding by reason of the application of the provisions of Section 9.2 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) [Reserved] (e) The Servicer shall not be obligated to use servicing proceduresthen, officesin any such event, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer agrees (i) to give prompt written notice thereof to the Trustee, any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in connection any such event allocate after the occurrence of such event, payments on each Account with servicing other credit card receivables. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing respect to the principal balance of its officers such Account first to the oldest principal balance of such Account, and employees who are involved to have such payments applied as Collections 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.accordance with

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the Servicer. --------------------------------------- (a) The Seller agrees to act servicing, administration and collection of the Receivables and the other Purchased Assets shall be conducted by the Person designated as the Servicer hereunder from time to time in accordance with this Section 3.01. Until the Indenture Trustee gives a Termination Notice to Levi ------------- Strauss Financial Center Corporation pursuant to Section 8.00, Xxxi Strauss ------------ Financial Center Corporation is hereby designated, and Levi Strauss Financial Center Corporation, hereby agrees to act, as xxx Xxrvicer under this Agreement. The Investor Certificateholders by their acceptance Agreement and the other Transaction Documents with respect to the Receivables and the other Purchased Assets, and each of the Certificates consent Transferor and the Issuer consents to the Seller Levi Strauss Financial Center Corporation, acting as the Servicer. (b) The Servicer shall service and administer In the Receivables and shall collect payments due under ordinary course of business, the Receivables in accordance Servicer, with its customary and usual servicing procedures for servicing credit card receivables comparable prior written notice to the Receivables and in accordance with the Account Guidelines and the covenants Indenture Trustee, may at any time delegate part or all of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby authorized and empowered, (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, its duties hereunder with respect to the Receivables andand the other Purchased Assets to any of its Affiliates that agree to conduct such duties in accordance with the Credit and Collection Policy and this Agreement. Each such Affiliate to whom any such duties are delegated in accordance with this Section 3.01(b) is ---------------- referred to herein as a "Sub-Servicer." Notwithstanding any such delegation by ------------ the Servicer, after the delinquency Servicer shall remain liable for the performance of any Receivable all duties and obligations of the Servicer pursuant to the extent permitted under terms of this Agreement and in compliance with applicable law the other Transaction Documents, and regulations, to commence enforcement proceedings such delegation shall not relieve the Servicer of its liability and responsibility with respect to such Receivables duties. The fees and (iv) expenses of any such Sub-Servicers shall be as agreed between the Servicer and such Sub-Servicers from time to make any filings, reports, notices, applications, registrations withtime, and none of the Issuer, the Indenture Trustee or the holders of any Notes issued by the Issuer under the Indenture shall have any responsibility therefor. Upon any termination of a Servicer pursuant to seek Section 8.01, all Sub-Servicers designated pursuant to this Section ------------ ------- 3.01(b) by such Servicer also shall be automatically terminated without the ------ payment of any consents or authorizations termination fees 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 or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection AccountIssuer, the Excess Funding Account Indenture Trustee or the holders of any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunderNotes. (c) [Reserved]The designation of the Servicer (and each Sub-Servicer) under this Agreement (and, in the case of any Sub-Servicer, under the agreement or other document pursuant to which the Servicer makes a delegation of servicing duties to such Sub-Servicer) shall automatically cease and terminate on the Final Payout Date. (d) [Reserved] Notwithstanding any term to the contrary in this Agreement or in any of the other Transaction Documents, each of the parties hereto acknowledges and agrees that the Servicer may perform any or all of its duties and obligations hereunder through the use of Levi Strauss & Co. or any "Applicable Party" (e) The Servicer shall not be obligated as defined in the Pxxxxx Undertaking), as Sub-Servicers hereunder, each such delegation being expressly agreed to use servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivablesparties hereto. (f) The Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Chemical Bank agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to the Seller Chemical Bank acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Credit Card Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.1, the Servicer is hereby authorized and empowered, empowered (i) 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 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, in accordance with such instructions as set forth in this Agreement, (ii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals and payments, from the Finance Charge Account, the Principal Account, the Excess Funding Account and any Series Account, in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) 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, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsrequirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Principal Account, the Finance Charge Account, the Excess Funding Account Account, or any Series Account and to take any action required under any Credit Enhancement at such time as required under this Agreement. The Trustee shall furnish execute at the Servicer with any Servicer's written request such documents prepared by the Transferor and acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved]In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.2 or the order of any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all collections with respect to Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables in the Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer agrees to apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) [Reserved]In the event that pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller agrees to act as the Servicer under this Agreement. The Investor Certificateholders Noteholders by their acceptance of the Certificates Notes consent to the Seller FCNB's acting as Servicer. (b) The Subject to the provisions of this Agreement, the Servicer shall service and administer the Receivables and shall collect payments due under the Collateral Certificate and the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Cardholder Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.17.1, the Servicer is hereby ----------- authorized and empowered, empowered (i) unless such ------------ power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.17.1, 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, in accordance with such instructions as set forth in ----------- this Agreement, (ii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1------- 7.1, to instruct the Indenture Trustee to make withdrawals and payments from the --- Series Accounts in writing, accordance with such instructions as set ------------ forth in this Agreement, (iii) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section ------- 7.1, to instruct the Indenture Trustee in writing as provided --- herein, and (iv) unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default pursuant to Section ------- 7.1, to execute and deliver, on behalf of the Trust Issuer for the benefit of the Certificateholders--- Noteholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsReceivables. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. 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. (c) [Reserved]If Seller is unable for any reason to transfer Receivables to the Issuer in accordance with the provisions of this Agreement (including by reason of the occurrence of an Insolvency Event), the Servicer agrees to allocate and pay to the Issuer, after such date, all Collections as contemplated by Section ------- 2.5(c). ------ (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (fe) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timereceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. ---------------. (a) The Seller [Servicer Name] agrees to act as the Servicer under this Agreement. The Investor ------------ Agreement and the Certificateholders by their acceptance of the Certificates consent to the Seller [Servicer Name] acting as Servicer. (b) The Servicer shall service and administer the Receivables and 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 consumer credit card and other consumer revolving credit receivables comparable to the Receivables and in accordance with the Account Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and the Lending Guidelines. The Servicer shall have full power and authority, acting alone or through any party Person properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and foregoing, subject to Section 10.110.01 and provided [Servicer Name] is the Servicer, the Servicer or its designee (other than the Trustee) is hereby authorized and empowered, empowered (i) 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 make withdrawals and payments, payments or ------------ to instruct the Trustee to make withdrawals and payments, payments from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions as set forth in this AgreementAgreement or any Supplement under any Series Account, as set forth in this Agreement or any Supplement, and (ii) 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 writingtake any action required or permitted under any Series Enhancement, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf Agreement or any Supplement. Without limiting the generality of the Trust for foregoing and subject to Section 10.01, the benefit of the Certificateholders, any Servicer or its designee is hereby authorized 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) empowered to make any filings, reports, notices, applications, applications and registrations with, and to seek any consents or authorizations from from, the Securities and Exchange Commission (the "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 securities laws or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreementrequirements. The Trustee shall furnish furnish, within a reasonable period of time, the Servicer with any powers of attorney or other documents requested by the Servicer and reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card and consumer revolving credit receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Credit Card Agreements, applicable rules and regulations of VISA, MasterCard and any other similar entity or organization relating to any other type of revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including the reasonable fees and expenses of its counsel) in accordance with Section 11.05, fees and disbursements of independent accountants and all other fees and expenses, including the costs of filing UCC continuation statements and the costs and expenses relating to obtaining and maintaining the listing of any Investor Certificates on any stock exchange, that are not expressly stated in this Agreement to be payable by the Trust or the Depositor (other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust). (f) The Servicer agrees that upon a request by the Depositor it will use its reasonable efforts to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified securities exchange. If any such request is made, the Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing give notice to the Depositor and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of written 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 officers and employees who are involved sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timepreceding sentence.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to the ----------------------------------------------------------- Servicer. ----------------------- (a) The Seller AmeriSource agrees to act act, and is hereby appointed by the Administrative Agent to act, subject to the terms hereof, as the Servicer under this Agreement. The Investor Certificateholders by their acceptance of the Certificates consent , and all Owners are deemed to the Seller have consented to AmeriSource acting as Servicer. (b) . The Servicer shall service and administer the Receivables and shall collect payments due under the applicable Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables owned by it and comparable to the Receivables and in accordance with the Account Guidelines its Credit and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) Collection Policy and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 -------- ------- if any Person succeeds as the Servicer, such successor Servicer shall service the applicable Receivables in accordance with the standards that would be employed by a prudent institution in servicing comparable receivables for its own account. (b) Without limiting the generality of the foregoing and subject to Section 10.1Sections 4.09 and 4.10 hereof, the Servicer is hereby authorized and empowered, empowered (i) unless such ------------ power to receive and authority is revoked by hold in trust for the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to make withdrawals and payments, or ------------ to instruct the Trustee to make withdrawals and payments, Owners Collections received from the Collection Account, the Excess Funding Account and any Series Account, in accordance with such instructions Receivables as set forth in Article II and elsewhere in this Agreement, Agreement and (ii) 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, as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust Administrative Agent (for the benefit of the CertificateholdersOwners), 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 law Law and regulations. To the extent Collections are transferred to or otherwise received by the Servicer, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer is hereby authorized and empowered to withdraw funds from receive and hold in trust such Collections for the Collection Account, the Excess Funding Account or any Series Account Owners to be allocated and to take any action required under any Enhancement at such time distributed as required under provided in this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved] (d) [Reserved] (e) The Subject to the rights retained by the Administrative Agent pursuant to Section 4.09 hereof, each of the Seller, the Owners and the Administrative Agent hereby appoint the Servicer to enforce its respective rights and interests in and to the Purchased Interest and the Receivables. If any Person succeeds the initial Servicer as a Servicer, the replaced Servicer shall not be obligated promptly deliver to use servicing procedures, offices, employees or accounts for servicing such successor Servicer and the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The replaced Servicer shall maintain blanket bond coverage insuring against losses through wrongdoing of its officers hold in trust for the Administrative Agent, the Owners and employees who the Seller, in accordance with their respective interests, all documents instruments and records (including computer tapes or disks) that are involved in reasonably necessary to service or collect the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to timeReceivables.

Acceptance of Appointment and Other Matters. Relating ---------------------------------------------------- to ------------------------------------------------------- the Servicer. --------------------------- (a) The Seller Bridgestone/Firestone agrees to act as the Servicer under this Agreement. The Agreement and any Investor Certificateholders and the Transferor by their its acceptance of the Certificates consent consents to the Seller Bridgestone/Firestone acting as Servicer. (b) The Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Account Credit Card Guidelines and the covenants of the Seller set forth in Section 2.5, including the covenants set forth in ----------- Sections 2.5(e)(i) and (ii) (which the Servicer hereby agrees to perform in ------------------ ---- full), and 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 10.110.01, the Servicer is hereby authorized and empowered, (i) unless such ------------ power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, (i) to make withdrawals and payments, or ------------ payments and to instruct the Trustee to make withdrawals and payments, payments from the Collection Account, Account or any other account or accounts maintained for the Excess Funding Account and any Series Account, in accordance with such instructions benefit of Certificate-holders as set forth in this Agreement, (ii) 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 under any Enhancement at such time as set ------------ forth in this Agreement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, 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 law and regulations, to commence enforcement proceedings with respect to such Receivables and (iv) 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 securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal Federal or state securities or reporting requirements or laws. The Trustee agrees that it shall promptly follow the instructions of the Servicer to withdraw funds from the Collection Account, the Excess Funding Account or any Series Account and to take any action required under any Enhancement at such time as required under this Agreement. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) [Reserved]In the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions (including, without limitation, by reason of the application of the provisions of Section 9.02 or any Governmental Authority having regulatory authority over the Transferor or any court of competent jurisdiction ordering that the Transferor not transfer any additional Receivables to the Trust) then, in any such event (except as prohibited by such order), (A) the Transferor agrees that the Servicer shall allocate, after such date, all Principal Collections and all amounts which would have constituted Collections (including Finance Charge Collections) with respect to such Receivables which would have been Receivables allocable to Principal Collections but for the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables in the Trust as of such date) in accordance with Section 2.08(e), (B) the Transferor agrees to have such amounts applied as Collections in accordance with Article IV and (C) for only so long as all Collections and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Receivables allocable to Principal Collections and all amounts which would have constituted Receivables allocable to Principal Collections but for the Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with the related Supplement and all amounts which would have constituted Receivables allocable to Principal Collections but for the Transferor's inability to transfer Receivables to the Trust shall be deemed to be Receivables allocable to Principal Collections for purposes of calculating the Invested Percentage thereunder. If the Servicer is unable pursuant to any Requirement of Law to allocate Collections, as described above, the Transferor agrees that the Servicer shall, in any such event, allocate, after the date that the Servicer becomes unable to do so, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Article IV. The parties hereto agree that Receivables allocable to Finance Charge Collections, whenever created, accrued in respect of Receivables allocable to Principal Collections which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Receivables allocable to Principal Collections to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (d) [Reserved]If Transferor accepts reassignment of an Ineligible Receivable pursuant to subsection 2.06(c) then, in any such event, Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to Transferor or to receivables of such Obligor retained in the Trust, then Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor or any Ineligible receivables purchased by Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collection and deposited in accordance with the provisions of Article IV. (e) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables which are separate from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (f) The Servicer shall maintain blanket fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time. (g) 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.