Common use of ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER Clause in Contracts

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The parties hereby acknowledge that, following the assignment of the Receivables arising on Designated Accounts to the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on the terms set out in the Credit Card Agreements and accordingly shall continue to be a grantor of credit to Obligors in respect of both Existing Receivables and Future Receivables. (b) The Beneficiaries, in their capacity as absolute owners of the Trust Property in undivided shares (and without prejudice to the powers and duties of the Receivables Trustee under the Declaration of Trust and Trust Cash Management Agreement), hereby appoint Barclays Bank PLC, and Barclays Bank PLC agrees to act, as the Servicer for the Beneficiaries under this Agreement. By its execution of a Supplement each Investor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreement. By its execution of an Accession Notice each Additional Transferor as an additional Transferor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreement. (c) Any Additional Transferor may, if the relevant Accession Notice so specifies, be appointed by the Beneficiaries (on the same terms as set out in Clause 2.1(b)), to carry out Servicing under this Deed (a "CO-SERVICER") and, by its execution of a Supplement, each Investor Beneficiary, inter alia, consents to the appointment of Co-Servicers being made in accordance with this Clause 2.1(c). If any Accession Notice in respect of an Additional Transferor does not specify that such Additional Transferor is to be appointed a Co-Servicer then the Servicer shall be deemed to be appointed by the Beneficiaries to carry out all Servicing as set out in this Deed as such Servicing may apply to such Additional Transferor. (d) The Servicer and any Co-Servicer shall carry out all servicing, administration and management functions in relation to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts in accordance with the Card Guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with the Card Guidelines) and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing, administration and management which it may deem necessary or desirable. The Servicer and any Co-Servicer shall follow such instructions in regard to the exercise of its power and authority as the Beneficiaries, acting unanimously, may from time to time direct. Without prejudice to the generality of the foregoing, the Servicer's and (to the extent specified in the relevant Accession Notice) any Co-Servicer's functions shall include: (i) carrying out valuations of Receivables on Designated Accounts for the purpose of determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; (ii) ensuring that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; (iii) on the Servicer's or Co-Servicer's own behalf (for the purpose of enabling it to perform the other functions set out in this Clause 2.1) preparing and keeping its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (i) and (ii) above); (iv) monitoring payments by Obligors and notifying Obligors of overdue payments; and (v) crediting and debiting Obligors' Accounts as appropriate. (e) Without limiting the generality of (d) above, and subject to Clause 4.1, the Servicer and any Co-Servicer (to the extent authorised in the relevant Accession Notice) is hereby obliged, authorised and empowered to make any filing, reports, notices, applications, registrations with, and to seek any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirements. (f) On or before the Transfer Date for each Monthly Period in which any Designated Accounts are Defaulted Accounts, the Servicer, and any Co-Servicer (without limiting the generality of (d) above) shall notify the Beneficiaries of the balance of Receivables in such Defaulted Accounts. No fee will be charged for this. (g) Neither the Servicer nor any Co-Servicer shall be obliged to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Co-Servicer in connection with servicing other credit card receivables. (h) The Servicer and any Co-Servicer shall maintain insurance coverage 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 or Co-Servicer believes to be reasonable from time to time. (i) The Servicer and any Co-Servicer shall, so far as it is practicable, carry out all of its obligations and duties as Servicer or Co-Servicer in the United Kingdom. (j) The Servicer and, if applicable, any Co-Servicer, shall at all times take all practicable steps to: (i) ensure that payments made to the Transferor or, if applicable, any Additional Transferor, by Obligors are received into, respectively, the Barclaycard Operating Account or Additional Transferor Operating Account; (ii) identify any funds in the Barclaycard Operating Account or, if applicable, the Additional Transferor Operating Account, which are required to be transferred to the Trustee Collection Account for the benefit of the Beneficiaries; and (iii) ensure that such funds are so transferred when required.

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) 2.1.1 The parties hereby acknowledge that, following the assignment or, in respect of the Scottish Receivables, the holding on trust of the Receivables arising on Designated Accounts to or for the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on the terms set out in the Credit Card Agreements and accordingly shall continue continue: (a) to be a grantor of credit to Obligors in respect of both Existing Receivables and Future Receivables.Receivables that it has originated in its capacity as a Transferor; and (b) The Beneficiariesto manage the contractual relationship between each Transferor and its respective Obligors on the terms set out in the Card Agreements. 2.1.2 Each Beneficiary, in their its capacity as an absolute owners beneficial owner of the Trust Property in undivided shares (and without prejudice to the powers and duties of the Receivables Trustee under the Declaration of Receivables Trust Deed and Trust Cash Management Agreement), hereby appoint Barclays Bank PLCappoints RBS Cards, and Barclays Bank PLC RBS Cards agrees to act, as the Servicer for the Beneficiaries such Beneficiary under this Agreement. By its execution of a Supplement each Investor Beneficiary, inter alia, consents to Barclays Bank PLC RBS Cards acting as Servicer under this Agreement. By its execution of an Accession Notice each Additional Transferor as an additional Transferor Beneficiary, inter alia, consents to Barclays Bank PLC RBS Cards acting as Servicer under this Agreement. (c) 2.1.3 Any Additional Transferor may, if the relevant Accession Notice so specifies, be appointed by the Beneficiaries (on the same terms as set out in Clause 2.1(b)2.1.2), to carry out Servicing under this Deed (a "CO-SERVICER") in respect of Receivables assigned or held on trust by such Additional Transferor and, by its execution of a Supplement, each Investor Beneficiary, inter alia, consents to the appointment of Co-Servicers being made in accordance with this Clause 2.1(c)2.1.3. If any Accession Notice in respect of an Additional Transferor does not specify that such Additional Transferor is to be appointed a Co-Servicer then the Servicer shall be deemed to be appointed by the Beneficiaries to carry out all Servicing as set out in this Deed as such Servicing may apply to such Additional Transferor. (d) 2.1.4 The Servicer and any Co-Servicer shall carry out all servicing, administration and management functions (and such servicing and administration functions as may be necessary or desirable for the purposes of carrying out such management functions, including services described in the Prospectuses) in relation to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts in accordance with the Card Guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with the Card Guidelines) and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing, administration management (and management servicing and administration) which it may deem necessary or desirable. Without prejudice to the generality of the foregoing, the Servicer's and (to the extent specified in the relevant Accession Notice) any Co-Servicer's management functions shall include: (a) crediting and debiting Obligors' Accounts as appropriate; (b) monitoring payments by Obligors and notifying Obligors of overdue payments; (c) ensuring that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; (d) determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; (e) on the Servicer's or Co-Servicer's own behalf (for the purposes of enabling it to perform the management functions set out in this Clause 2.1), preparing and keeping its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (c) and (d) above); and (f) making any filing, reports, notices, applications, registrations with, and seeking any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirements and (to the extent authorised in the relevant Accession Notice) the Servicer and any Co-Servicer is hereby obliged, authorised and empowered to so make or seek. The Servicer and any Co-Servicer shall follow such instructions in regard to the exercise of its power and authority as the Beneficiaries, acting unanimously, may from time to time direct. Without prejudice to the generality of the foregoing, the Servicer's and (to the extent specified in the relevant Accession Notice) any Co-Servicer's functions shall include: (i) carrying out valuations of Receivables on Designated Accounts for the purpose of determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; (ii) ensuring that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; (iii) on the Servicer's or Co-Servicer's own behalf (for the purpose of enabling it to perform the other functions set out in this Clause 2.1) preparing and keeping its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (i) and (ii) above); (iv) monitoring payments by Obligors and notifying Obligors of overdue payments; and (v) crediting and debiting Obligors' Accounts as appropriate. (e) Without limiting the generality of (d) above, and subject to Clause 4.1, the Servicer and any Co-Servicer (to the extent authorised in the relevant Accession Notice) is hereby obliged, authorised and empowered to make any filing, reports, notices, applications, registrations with, and to seek any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirements. (f) 2.1.5 On or before the Transfer Date for each Monthly Period in which any Designated Accounts are Defaulted Accounts, the Servicer, and any Co-Servicer (without limiting the generality of (d) 2.1.4 above) shall notify the Beneficiaries of the balance of Receivables in such Defaulted Accounts. No fee will be charged for this. (g) 2.1.6 Neither the Servicer nor any Co-Servicer shall be obliged to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Co-Servicer in connection with servicing other credit card receivables. (h) The Servicer and any Co-Servicer shall maintain insurance coverage 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 or Co-Servicer believes to be reasonable from time to time. (i) 2.1.7 The Servicer and any Co-Servicer shall, so far : (a) within ten Business Days of the end of each Monthly Period provide to the Rating Agencies a Monthly Servicer's Report relating to the Receivables in the form attached as it is practicable, carry out all Schedule 1 hereto (including information listed in Part 6 of its obligations the Supplement) or in such other form as the Rating Agencies may from time to time agree with the Servicer and duties as Servicer or such Co-Servicer or in such other form as the United KingdomServicer and the Rating Agencies may from time to time agree; and (b) the Servicer and such Co-Servicer shall publish such Monthly Servicer's Report in such manner as agreed upon by the Servicer and the Rating Agencies. (j) 2.1.8 The Servicer and, if applicable, and such Co-Servicer shall be entitled to receive from the Beneficiaries a fee with respect to the preparation and publication of each Monthly Servicer's Report in an amount to be agreed upon from time to time by the Beneficiaries and the Servicer and any Co-Servicer, shall at all times take all practicable steps to: (i) ensure that payments made to the Transferor or, if applicable, any Additional Transferor, by Obligors are received into, respectively, the Barclaycard Operating Account or Additional Transferor Operating Account; (ii) identify any funds in the Barclaycard Operating Account or, if applicable, the Additional Transferor Operating Account, which are required to be transferred to the Trustee Collection Account for the benefit of the Beneficiaries; and (iii) ensure that such funds are so transferred when required.

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The parties hereby acknowledge that, following the assignment of the Receivables arising on Designated Accounts to the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on the terms set out in the Credit Card Agreements and accordingly shall continue to be a grantor of credit to Obligors in respect of both Existing Receivables and Future Receivables. (b) The Beneficiaries, in their capacity as absolute owners of the Trust Property in undivided shares (and without prejudice to the powers and duties of the Receivables Trustee under the Declaration of Trust and Trust Cash Management Agreement), hereby appoint Barclays appoints HSBC Bank PLCplc, and Barclays HSBC Bank PLC plc agrees to act, as the Servicer for the Beneficiaries Receivables Trustee under this AgreementDeed. By its execution of a Supplement each Investor Beneficiary, inter alia, Each Beneficiary consents to Barclays HSBC Bank PLC plc acting as Servicer. For the avoidance of doubt, it is understood and acknowledged that obligations of the Servicer under this Agreement. By its execution herein described are obligations undertaken only in favour of an Accession Notice each Additional Transferor as an additional Transferor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreementthe Receivables Trustee. (cb) Any Additional Transferor may, if The Servicer shall service and administer the relevant Accession Notice so specifies, be appointed by Receivables comprised in the Beneficiaries (on the same terms as set out Receivables Trust and shall collect payments due in Clause 2.1(b)), to carry out Servicing under this Deed (a "CO-SERVICER") and, by its execution respect of a Supplement, each Investor Beneficiary, inter alia, consents to the appointment of Co-Servicers being made such Receivables in accordance with this Clause 2.1(c). If any Accession Notice in respect of an Additional Transferor does not specify that such Additional Transferor is to be appointed a Co-Servicer then the Servicer shall be deemed to be appointed by the Beneficiaries to carry out all Servicing as set out in this Deed as such Servicing may apply its customary and usual servicing procedures for servicing credit card receivables comparable to such Additional Transferor. (d) The Servicer and any Co-Servicer shall carry out all servicing, administration and management functions in relation to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts in accordance with the Card Lending Guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with the Card Guidelines) and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing, servicing and administration and management which it may deem necessary or desirable. The Servicer and any Co-Servicer shall follow such instructions in regard to the exercise of its power and authority as the Beneficiaries, acting unanimously, Receivables Trustee may from time to time direct. , PROVIDED THAT, nothing herein shall be taken to constitute the Servicer as an agent of the Receivables Trustee. (c) Without prejudice to limiting the generality of the foregoing, the Servicer's and (to the extent specified in the relevant Accession Notice) any Co-Servicer's functions shall include: (i) carrying out valuations of Receivables on Designated Accounts for the purpose of determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; (ii) ensuring that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; (iii) on the Servicer's or Co-Servicer's own behalf (for the purpose of enabling it to perform the other functions set out in this Clause 2.1) preparing and keeping its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (i) and (ii) above); (iv) monitoring payments by Obligors and notifying Obligors of overdue payments; and (v) crediting and debiting Obligors' Accounts as appropriate. (e) Without limiting the generality of (d) above, and subject to Clause 4.111.1, the Servicer and any Co-Servicer (to the extent authorised in the relevant Accession Notice) is hereby obliged, authorised and empowered empowered: (i) to create, credit and debit cardholders accounts as appropriate; (ii) ensure that payments made to the Transferor by or on behalf of cardholders are received into the Card Operating Accounts; (iii) to make withdrawals from the Card Operating Account; (iv) (unless such power and authority is revoked by the Receivables Trustee on account of the occurrence of a Servicer Default pursuant to Clause 11.1)to advise the Receivables Trustee to make withdrawals and payments, from the Trust Accounts, in accordance with such advice, as set forth in this Deed and any Supplement; (v) (unless such power and authority is revoked by the Receivables Trustee on account of the occurrence of a Servicer Default pursuant to Clause 11.1) advise the Receivables Trustee in relation to calculations, allocations, distributions and transfers in relation to the Receivables Trust and all functions necessary to enable the Receivables Trustee to exercise its rights and perform its obligations under in relation its position as trustee of the Receivables Trust; (vi) (unless such power and authority is revoked by the Receivables Trustee on account of the occurrence of a Servicer Default pursuant to Clause 11.1), to advise the Receivables Trustee in writing, as set forth in this Deed; (vii) to execute and deliver, where appropriate, 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 to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to delinquent Receivables; (viii) to make any filing, reports, notices, applications, registrations with, and to seek any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirementsrequirements (whether in relation to the Beneficiaries or the Receivables Trust) and (ix) to assign Defaulted Receivables on behalf of the Receivables Trustee to the Transferor upon any exercise of the option pursuant to Clause 18 of the Receivables Securitisation Deed. The Receivables Trustee agrees that it shall promptly follow the advice of the Servicer to withdraw funds from any Trust Account and to take any action required under any Enhancement at such time as required under this Deed and any Supplement. The Receivables Trustee shall execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Receivables Trustee as may be reasonably necessary or appropriate to enable the Servicer to carry out its servicing duties hereunder. (fd) On or before Without prejudice to the Transfer Date provisions of Clause 6.1(d), in the event that the Transferor is unable for each Monthly Period in which any reason duly to assign Receivables arising on Designated Accounts to the Receivables Trustee in accordance with the provisions of the Receivables Securitisation Deed then, in any such event: (i) the Servicer shall advise the Receivables Trustee to apply, after the date of the purported assignment, all Principal Collections in respect of Receivables and all amounts which would have constituted Principal Collections which would have been assigned to the Receivables Trustee but for the Transferor's inability duly to assign such Receivables, in accordance with the provisions of the Transaction Documents as though such amounts are Defaulted AccountsPrincipal Collections; (ii) the Servicer shall advise the Receivables Trustee to apply such amounts as Principal Collections on Receivables assigned to the Receivables Trustee in accordance with Clause 5; and (iii) for only so long as all Principal Collections and all amounts which would have constituted Principal Collections are applied in accordance with paragraphs (i) and (ii) above, Principal Collections and all amounts which would have constituted Principal Collections but for the Transferor's inability duly to assign Receivables to the Receivables Trustee that are charged-off in accordance with this Deed and the Lending Guidelines, shall continue to be applied in accordance with Clause 5 and all Principal Receivables which would have been assigned to the Receivables Trustee but for the Transferor's inability duly to assign Receivables to the Receivables Trustee shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Receivables Trustee is unable pursuant to any Requirement of Law to apply payments on the Designated Accounts as described above in accordance with the advice of the Servicer, the Servicer shall, if such Requirement of Law thereafter ceases to prevent such allocation, advise the Receivables Trustee to allocate payments on each Designated Account with respect to the principal balance of such Designated Account first to the oldest principal balance of such Designated Account and any Co-Servicer to apply such payments as Collections in accordance with Clause 5. The parties hereto agree that Finance Charge Receivables (without limiting whenever created) accrued in respect of Principal Receivables which have been conveyed to the generality of (d) above) shall notify the Beneficiaries Receivables Trustee as trustee of the balance Receivables Trust, or which would have been conveyed to the Receivables Trustee as trustee of the Receivables Trust but for the above described inability duly to assign such Receivables, shall continue to be a part of the Trust Property notwithstanding any cessation (as a result of such inability) of the assignment of additional Principal Receivables to the Receivables Trustee and Collections with respect thereto shall continue to be allocated and paid in such Defaulted Accounts. No fee will be charged for thisaccordance with Clause 5. (ge) Neither the Servicer nor any Co-The Servicer shall not be obliged to use separate servicing procedures, processing systems, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Co-Servicer in connection with servicing other credit card receivables. (hf) The Servicer and any Co-Servicer shall maintain insurance coverage against losses through wrongdoing of its directors, officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer or Co-Servicer believes to be reasonable from time to time. (ig) The Servicer and any Co-Servicer shall, so far as it is reasonably practicable, carry out all of its obligations and duties as Servicer or Co-Servicer in the United Kingdom. (j) The Servicer and, if applicable, any Co-Servicer, shall at all times take all practicable steps to: (i) ensure that payments made to the Transferor or, if applicable, any Additional Transferor, by Obligors are received into, respectively, the Barclaycard Operating Account or Additional Transferor Operating Account; (ii) identify any funds in the Barclaycard Operating Account or, if applicable, the Additional Transferor Operating Account, which are required to be transferred to the Trustee Collection Account for the benefit of the Beneficiaries; and (iii) ensure that such funds are so transferred when required.

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The parties Transferor Beneficiary and the Initial Investor Beneficiaries hereby acknowledge that, following appoint TPF and TPF agrees to act as the assignment of the Receivables arising on Designated Accounts Servicer in relation to the Receivables Trustee and (insofar as trustee for the interests of the Beneficiaries absolutelyare affected) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on Designated Accounts under the terms set out in the Credit Card Agreements and accordingly shall continue of this Deed. By its execution of a Trust Supplement each Additional Beneficiary will consent to be a grantor of credit to Obligors in respect of both Existing Receivables and Future ReceivablesTPF acting as Servicer. (b) The Beneficiaries, in their capacity as absolute owners of the Trust Property in undivided shares (and without prejudice to the powers and duties of the Receivables Trustee under the Declaration of Trust and Trust Cash Management Agreement), hereby appoint Barclays Bank PLC, and Barclays Bank PLC agrees to act, as the Servicer for the Beneficiaries under this Agreement. By its execution of a Supplement each Investor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreement. By its execution of an Accession Notice each Additional Transferor as an additional Transferor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreement. (c) Any Additional Transferor may, if the relevant Accession Notice so specifies, be appointed by the Beneficiaries (on the same terms as set out in Clause 2.1(b)), to carry out Servicing under this Deed (a "CO-SERVICER") and, by its execution of a Supplement, each Investor Beneficiary, inter alia, consents to the appointment of Co-Servicers being made in accordance with this Clause 2.1(c). If any Accession Notice in respect of an Additional Transferor does not specify that such Additional Transferor is to be appointed a Co-Servicer then the Servicer shall be deemed to be appointed by the Beneficiaries to carry out all Servicing as set out in this Deed as such Servicing may apply to such Additional Transferor. (d) The Servicer and any Co-Servicer shall carry out all servicing, administration and management servicing functions in relation to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts in accordance with the Credit Card Guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with the Credit Card Guidelines) and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such management (and servicing, administration and management ) which it may deem necessary or desirable. The Servicer and any Co-Servicer shall follow such instructions in regard to the exercise of its power and authority as set out herein and as the Receivables Trustee, acting on behalf of and at the direction of the Beneficiaries, acting unanimously, may from time to time directgive provided that nothing herein shall be taken to constitute the Servicer as an agent of the Receivables Trustee for United Kingdom tax purposes or otherwise. Without prejudice to limiting the generality of the foregoing, and subject to Clause 11 (Servicer Defaults), the Servicer's Servicer is hereby obliged, authorised and (to the extent specified in the relevant Accession Notice) any Co-Servicer's functions shall include: empowered to: (i) carrying out valuations of Receivables on Designated credit and debit Cardholders' Accounts for the purpose of determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; as appropriate; (ii) ensuring monitor payments by Cardholders and notify Cardholders of overdue payments; (iii) ensure that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; Cardholders; (iiiiv) determine whether any such Receivables should be charged-off in accordance with the Credit Card Guidelines; (v) on the Servicer's or Co-Servicer's own behalf (for the purpose purposes of enabling it to perform the other management functions set out in this Clause 2.1) preparing 9.1), prepare and keeping keep its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (iiii) and (iiiv) above); ; (ivvi) monitoring ensure that payments made to the Transferor by Obligors and notifying Obligors or on behalf of overdue payments; Cardholders are received into the Collection Account. In connection with its obligation to manage the servicing functions in relation to the Receivables and (vinsofar as the interests of the Beneficiaries are affected) crediting and debiting Obligors' Accounts the Designated Accounts, as appropriate. described in paragraphs (ei) Without limiting the generality of to (dvi) above, and subject to Clause 4.1, the Servicer shall also instruct and/or give notice to the Receivables Trustee in relation to certain other ancillary matters relating thereto including: (i) acting on behalf of the Receivables Trustee in connection with distributions and calculations in accordance with this Deed and any Co-Servicer Trust Supplement and all functions necessary to enable the Receivables Trustee to exercise its rights and perform its obligations under or in relation its position as trustee of the Delamare Cards Receivables Trust; (ii) to execute and deliver, where appropriate, 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 to the extent authorised permitted under and in the relevant Accession Notice) is hereby obligedcompliance with applicable law and regulations, authorised to commence enforcement proceedings with respect to delinquent Receivables and empowered to make any filing, reports, notices, applications, registrations with, and to seek seeking any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirements. requirements and the Servicer is hereby obliged, authorised and empowered to so make or seek. The Receivables Trustee agrees that it (for the Bank Account Operator acting on the Receivable Trustee's behalf) On or before shall promptly follow the Transfer Date for each Monthly Period in which instructions of the Servicer to withdraw funds from any Designated Accounts are Defaulted Accounts, the Servicer, Trust Account and to take any action required under any Enhancement at such time as required under this Deed and any Co-Servicer (without Trust Supplement. Without limiting the generality of the foregoing, the Servicer is hereby authorised and empowered to apportion and/or allocate any amounts between the various Trust Accounts and any Additional Trust Accounts (dand each of its respective ledgers) aboveas it sees fit and instruct the Receivables Trustee (or the Bank Account Operator acting on the Receivable Trustee's behalf) shall notify the Beneficiaries to make any withdrawals, transfers and payments on behalf of the balance of Receivables in Trustee and to inform the Receivables Trustee to make withdrawals, transfers and payments, from the Trust Accounts (including any Additional Trust Accounts). The Receivables Trustee shall execute at the Servicer's written request such Defaulted Accounts. No fee will documents prepared by the Transferor and acceptable to the Receivables Trustee as may be charged for thisreasonably necessary or appropriate to enable the Servicer to carry out its servicing duties hereunder. (ga) Neither the Servicer nor any Co-The Servicer shall not be obliged to use separate servicing procedures, processing systems, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Co-Servicer in connection with servicing other credit card receivables. (hb) The Servicer shall be entitled to receive from the Beneficiaries a fee with respect to the preparation and any Co-Servicer shall maintain insurance coverage against losses through wrongdoing publication of its officers and employees who are involved each Monthly Servicer's Report in the servicing of credit card receivables covering such actions and in such amounts as the Servicer or Co-Servicer believes an amount to be reasonable agreed upon from time to time. (i) The time by the Beneficiaries and the Servicer. Unless otherwise agreed between the Servicer and any Co-Servicer shallthe Beneficiaries, so far as it is practicable, carry out all of its obligations and duties as Servicer or Co-Servicer in the United Kingdom. (j) The Servicer and, if applicable, any Co-Servicer, such fee shall at all times take all practicable steps to: (i) ensure that payments made to the Transferor or, if applicable, any Additional Transferor, by Obligors are received into, respectively, the Barclaycard Operating Account or Additional Transferor Operating Account; (ii) identify any funds in the Barclaycard Operating Account or, if applicable, the Additional Transferor Operating Account, which are required be deemed to be transferred included within the Servicing Fee calculated pursuant to the Trustee Collection Account for the benefit of the Beneficiaries; and (iii) ensure that such funds are so transferred when requiredClause 9.2 below.

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The parties Receivables Trustee hereby acknowledge thatappoints NCL and NCL agrees to act as the Servicer for the Receivables Trustee under this Deed. By its execution of this Deed or a Supplement, following each Beneficiary consents to NCL acting as Servicer. For the assignment avoidance of doubt, it is understood and acknowledged that the obligations of the Servicer herein described are obligations undertaken only in favour of the Receivables arising on Designated Accounts to the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on the terms set out in the Credit Card Agreements and accordingly shall continue to be a grantor of credit to Obligors in respect of both Existing Receivables and Future ReceivablesTrustee. (b) The Beneficiaries, Servicer shall service and administer the Receivables and shall collect payments due in their capacity as absolute owners of the Trust Property in undivided shares (and without prejudice to the powers and duties respect of the Receivables Trustee under and the Declaration implementation of Trust and Trust Cash Management Agreement), hereby appoint Barclays Bank PLC, and Barclays Bank PLC agrees default procedures in relation to act, as the Servicer for the Beneficiaries under this Agreement. By its execution of a Supplement each Investor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreement. By its execution of an Accession Notice each Additional Transferor as an additional Transferor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreement. (c) Any Additional Transferor may, if the relevant Accession Notice so specifies, be appointed by the Beneficiaries (on the same terms as set out in Clause 2.1(b)), to carry out Servicing under this Deed (a "CO-SERVICER") and, by its execution of a Supplement, each Investor Beneficiary, inter alia, consents to the appointment of Co-Servicers being made defaulted accounts in accordance with this Clause 2.1(c). If any Accession Notice in respect of an Additional Transferor does not specify that such Additional Transferor is to be appointed a Co-Servicer then the Servicer shall be deemed to be appointed by the Beneficiaries to carry out all Servicing as set out in this Deed as such Servicing may apply to such Additional Transferor. (d) The Servicer its customary and any Co-Servicer shall carry out all servicingusual servicing procedures for servicing credit card, administration store card, charge card and management functions in relation instalment credit comparable to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts in accordance with the Card Credit Guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with and, subject to the Card Guidelines) and foregoing, 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, servicing and administration and management which that it may shall deem necessary or desirable. The Servicer and any Co-Servicer shall follow such instructions in regard to the exercise of its power and authority as the Beneficiaries, acting unanimously, Receivables Trustee may from time to time direct. notify in accordance with this Deed or any other Relevant Document, provided that nothing herein shall be taken to constitute the Servicer as an agent of the Receivables Trustee except for the purposes provided for herein. (c) Without prejudice to limiting the generality of the foregoing, the Servicer's and (to the extent specified in the relevant Accession Notice) any Co-Servicer's functions shall include: (i) carrying out valuations of Receivables on Designated Accounts for the purpose of determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; (ii) ensuring that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; (iii) on the Servicer's or Co-Servicer's own behalf (for the purpose of enabling it to perform the other functions set out in this Clause 2.1) preparing and keeping its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (i) and (ii) above); (iv) monitoring payments by Obligors and notifying Obligors of overdue payments; and (v) crediting and debiting Obligors' Accounts as appropriate. (e) Without limiting the generality of (d) above, and subject to Clause 4.112 (Servicer Defaults), the Servicer and any Co-Servicer (to the extent authorised in the relevant Accession Notice) is hereby obliged, authorised and empowered empowered, unless such power and authority is revoked by the Receivables Trustee pursuant to Clauses 11.10 (Termination of Appointment of Servicer) or 12 (Servicer Defaults)): (i) to advise the Receivables Trustee as to withdrawals to be made by the Transferor from the Transferor Collection Account as set forth in this Deed; (ii) to advise the Receivables Trustee to make withdrawals and payments, from the Trust Accounts, in accordance with such instructions as are set forth in this Deed and any Supplement; (iii) to advise the Receivables Trustee in writing, as set forth in this Deed and any Supplement; (iv) to execute and deliver, where appropriate, 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 to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to delinquent Receivables; (v) to make any filing, reports, notices, applications, applications or registrations with, and to seek any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirements (whether in relation to the Beneficiaries, the Receivables Trust, any Related Debt or any Associated Debt); and (vi) to advise the Loan Note Issuer in writing, as set forth in the Security Trust Deed and Cash Management Agreement and any Loan Note Supplement, to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorisations from, any relevant securities or other authority which may be necessary or advisable to comply with any securities or reporting requirements. (d) The Receivables Trustee agrees that it shall promptly follow the advice of the Servicer to withdraw funds from any Trust Account and take any action required pursuant to the documents governing any Enhancement at such time as may be required under this Deed and any Supplement. The Receivables Trustee shall execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Receivables Trustee as may be reasonably necessary or appropriate to enable the Servicer to carry out its servicing duties hereunder. (e) Without prejudice to the provisions of Clause 7.1(d) (Trust Pay Out Events), in the event that the Transferor purports to assign but is unable for any reason duly to assign Receivables arising on a Designated Account to the Receivables Trustee in accordance with the provisions of the Receivables Securitisation Deed, then: (i) the Servicer shall advise the Receivables Trustee to apply, after the date of the purported assignment, all amounts which would have constituted Principal Collections in respect of Receivables which would have been assigned to the Receivables Trustee but for the Transferor's inability duly to assign such Receivables, in accordance with the provisions of the Relevant Documents as though such amounts were Principal Collections; (ii) the Servicer shall advise the Receivables Trustee to apply such amounts as if they were Principal Collections on Receivables assigned to the Receivables Trustee in accordance with Clause 6 (Distributions and Calculations in Respect of Collections); and (iii) for only so long as such amounts which would have constituted Principal Collections are applied in accordance with paragraphs (i) and (ii) above, all amounts which would have constituted Principal Collections (but for the Transferor's inability duly to assign Receivables to the Receivables Trustee) shall continue to be applied in accordance with Clause 6 (Distributions and Calculations in Respect of Collections) and all Principal Receivables which would have been assigned to the Receivables Trustee but for the Transferor's inability duly to assign Receivables to the Receivables Trustee shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. The parties hereto agree that Finance Charge Receivables (whenever created) accrued in respect of Receivables which have been conveyed to the Receivables Trustee as trustee of the Receivables Trust, or which would have been conveyed to the Receivables Trustee as trustee of the Receivables Trust but for any inability duly to assign such Receivables as provided for in this Clause 10.1(e), shall continue to be a part of the Trust Property notwithstanding any cessation (as a result of such inability) of the assignment of additional Principal Receivables to the Receivables Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Clause 6 (Distributions and Calculations in Respect of Collections). (f) On or before The Servicer shall make any calculations necessary for the Transfer Date for each Monthly Period in which any Designated Accounts are Defaulted Accounts, the Servicer, payment of fees and any Co-Servicer (without limiting the generality of (d) above) shall notify the Beneficiaries expenses of the balance Receivables Trustee and shall manage the Trustee Accounts in accordance with the terms of this Deed and the Receivables in such Defaulted Accounts. No fee will be charged for thisTrustee Account Bank Agreement. (g) Neither the Servicer nor any Co-The Servicer shall not be obliged to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Co-Servicer in connection with servicing other credit card, store card, charge card receivablesand instalment credit. (h) The Servicer and any Co-Servicer shall maintain insurance coverage against losses through wrongdoing of such of its officers and employees who are involved in the servicing of credit card, store card, charge card receivables and instalment credit, covering such actions and in such amounts amounts, as the Servicer or Co-Servicer believes to be reasonable from time to time. (i) The Servicer and any Co-Servicer shall, so far as it is practicable, carry out all of its obligations and duties as Servicer or Co-Servicer in the United Kingdom. (j) The Servicer and, if applicable, any Co-Servicer, shall at all times take all practicable steps to: (i) ensure that payments made to the Transferor or, if applicable, any Additional Transferor, by Obligors are received into, respectively, the Barclaycard Operating Account or Additional Transferor Operating Account; (ii) identify any funds in the Barclaycard Operating Account or, if applicable, the Additional Transferor Operating Account, which are required to be transferred to the Trustee Collection Account for the benefit of the Beneficiaries; and (iii) ensure that such funds are so transferred when required.

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The parties hereby acknowledge that, following the assignment of the Receivables arising on Designated Accounts to the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on the terms set out in the Credit Card Agreements and accordingly shall continue to be a grantor of credit to Obligors in respect of both Existing Receivables and Future Receivables. (b) The Beneficiaries, in their capacity as absolute owners of the Trust Property in undivided shares (and without prejudice to the powers and duties of the Receivables Trustee under the Declaration of Trust and Trust Cash Management Agreement), hereby appoint Barclays Bank PLCappoints COBE, and Barclays Bank PLC XXXX agrees to act, as the Servicer for the Beneficiaries Receivables Trustee under this AgreementDeed. By its execution of a Supplement each Investor Beneficiary, inter alia, Each Beneficiary consents to Barclays Bank PLC COBE acting as Servicer. For the avoidance of doubt, it is understood and acknowledged that obligations of the Servicer under this Agreement. By its execution herein described are obligations undertaken only in favour of an Accession Notice each Additional Transferor as an additional Transferor Beneficiary, inter alia, consents to Barclays Bank PLC acting as Servicer under this Agreementthe Receivables Trustee. (cb) Any Additional Transferor may, if The Servicer shall service and administer the relevant Accession Notice so specifies, be appointed by Receivables comprised in the Beneficiaries (on the same terms as set out Receivables Trust and shall collect payments due in Clause 2.1(b)), to carry out Servicing under this Deed (a "CO-SERVICER") and, by its execution respect of a Supplement, each Investor Beneficiary, inter alia, consents to the appointment of Co-Servicers being made such Receivables in accordance with this Clause 2.1(c). If any Accession Notice in respect of an Additional Transferor does not specify that such Additional Transferor is to be appointed a Co-Servicer then the Servicer shall be deemed to be appointed by the Beneficiaries to carry out all Servicing as set out in this Deed as such Servicing may apply its customary and usual servicing procedures for servicing credit card receivables comparable to such Additional Transferor. (d) The Servicer and any Co-Servicer shall carry out all servicing, administration and management functions in relation to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts in accordance with the Card Lending Guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with the Card Guidelines) and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing, servicing and administration and management which it may deem necessary or desirable. The Servicer and any Co-Servicer shall follow such instructions in regard to the exercise of its power and authority as the Beneficiaries, acting unanimously, Receivables Trustee may from time to time direct. , Provided that, nothing herein shall be taken to constitute the Servicer as an agent of the Receivables Trustee. (c) Without prejudice to limiting the generality of the foregoing, the Servicer's and (to the extent specified in the relevant Accession Notice) any Co-Servicer's functions shall include: (i) carrying out valuations of Receivables on Designated Accounts for the purpose of determining whether any such Receivables should be charged-off in accordance with the Card Guidelines; (ii) ensuring that the interests of the Beneficiaries are taken into account in making decisions regarding the granting of credit to Obligors; (iii) on the Servicer's or Co-Servicer's own behalf (for the purpose of enabling it to perform the other functions set out in this Clause 2.1) preparing and keeping its own records as regards all such matters (including in particular, but without limitation, the matters referred to in (i) and (ii) above); (iv) monitoring payments by Obligors and notifying Obligors of overdue payments; and (v) crediting and debiting Obligors' Accounts as appropriate. (e) Without limiting the generality of (d) above, and subject to Clause 4.111.1, the Servicer and any Co-Servicer (to the extent authorised in the relevant Accession Notice) is hereby obliged, authorised and empowered empowered: (i) to make withdrawals from the Capital One Operating Account; (ii) (unless such power and authority is revoked by the Receivables Trustee on account of the occurrence of a Servicer Default pursuant to Clause 11.1) to advise the Receivables Trustee to make withdrawals and payments, from the Trust Accounts, in accordance with such advice, as set forth in this Deed and any Supplement; (iii) (unless such power and authority is revoked by the Receivables Trustee on account of the occurrence of a Servicer Default pursuant to Clause 11.1), to advise the Receivables Trustee in writing, as set forth in this Deed; (iv) to execute and deliver, where appropriate, 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 to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to delinquent Receivables; and (v) to make any filing, reports, notices, applications, registrations with, and to seek any consents or authorisations from any relevant securities or other authority as may be necessary or advisable to comply with any securities or reporting requirementsrequirements (whether in relation to the Beneficiaries or the Receivables Trust). The Receivables Trustee agrees that it shall promptly follow the advice of the Servicer to withdraw funds from any Trust Account and to take any action required under any Enhancement at such time as required under this Deed and any Supplement. The Receivables Trustee shall execute at the Servicer's written request such documents prepared by the Transferor and acceptable to the Receivables Trustee as may be reasonably necessary or appropriate to enable the Servicer to carry out its servicing duties hereunder. (fd) On or before Without prejudice to the Transfer Date provisions of Clause 6.1(d), in the event that the Transferor is unable for each Monthly Period in which any reason duly to assign Receivables arising on Designated Accounts to the Receivables Trustee in accordance with the provisions of the Receivables Securitisation Deed then, in any such event: (i) the Servicer shall advise the Receivables Trustee to apply, after the date of the purported assignment, all Principal Collections in respect of Receivables and all amounts which would have constituted Principal Collections which would have been assigned to the Receivables Trustee but for the Transferor's inability duly to assign such Receivables, in accordance with the provisions of the Transaction Documents as though such amounts are Defaulted AccountsPrincipal Collections; (ii) the Servicer shall advise the Receivables Trustee to apply such amounts as Principal Collections on Receivables assigned to the Receivables Trustee in accordance with Clause 5; and (iii) for only so long as all Principal Collections and all amounts which would have constituted Principal Collections are applied in accordance with paragraphs (i) and (ii) above, Principal Collections and all amounts which would have constituted Principal Collections but for the Transferor's inability duly to assign Receivables to the Receivables Trustee that are charged-off in accordance with this Deed and the Lending Guidelines, shall continue to be applied in accordance with Clause 5 and all Principal Receivables which would have been assigned to the Receivables Trustee but for the Transferor's inability duly to assign Receivables to the Receivables Trustee shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Receivables Trustee is unable pursuant to any Requirement of Law to apply payments on the Designated Accounts as described above in accordance with the advice of the Servicer, the Servicer shall, if such Requirement of Law thereafter ceases to prevent such allocation, advise the Receivables Trustee to allocate payments on each Designated Account with respect to the principal balance of such Designated Account first to the oldest principal balance of such Designated Account and any Co-Servicer to apply such payments as Collections in accordance with Clause 5. The parties hereto agree that Finance Charge Receivables (without limiting whenever created) accrued in respect of Principal Receivables which have been conveyed to the generality of (d) above) shall notify the Beneficiaries Receivables Trustee as trustee of the balance Receivables Trust, or which would have been conveyed to the Receivables Trustee as trustee of the Receivables Trust but for the above described inability duly to assign such Receivables, shall continue to be a part of the Trust Property notwithstanding any cessation (as a result of such inability) of the assignment of additional Principal Receivables to the Receivables Trustee and Collections with respect thereto shall continue to be allocated and paid in such Defaulted Accounts. No fee will be charged for thisaccordance with Clause 5. (ge) Neither the Servicer nor any Co-The Servicer shall not be obliged to use separate servicing procedures, processing systems, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Co-Servicer in connection with servicing other credit card receivables. (hf) The Servicer and any Co-Servicer shall maintain insurance coverage against losses through wrongdoing of its directors, officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer or Co-Servicer believes to be reasonable from time to time. (ig) The Servicer and any Co-Servicer shall, so far as it is practicable, carry out all of its obligations and duties as Servicer or Co-Servicer in the United Kingdom. (j) The Servicer and, if applicable, any Co-Servicer, shall at all times take all practicable steps to: (i) ensure that payments made to the Transferor or, if applicable, any Additional Transferor, by Obligors are received into, respectively, the Barclaycard Operating Account or Additional Transferor Operating Account; (ii) identify any funds in the Barclaycard Operating Account or, if applicable, the Additional Transferor Operating Account, which are required to be transferred to the Trustee Collection Account for the benefit of the Beneficiaries; and (iii) ensure that such funds are so transferred when required.