Common use of Designation of Servicer Clause in Contracts

Designation of Servicer. The servicing, administering and collection of the Receivables shall be conducted by Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time pursuant to this Clause 12(A). Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms of this Agreement.

Designation of Servicer. The servicing, administering administration ----------------------- and collection of the Transferred Receivables shall be conducted by Citibank, N.A., London Branch such Person (the "Servicer") or such other Person so designated hereunder from time to time pursuant to this Clause 12(A)time. Until the Operating Agent Purchaser -------- or its assignee gives notice to the Servicer Parent of a the designation of a new Servicer, Citibank, N.A., London Branch the Parent is hereby designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of of, the Servicer pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by ithereof. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and Parent agrees that such notice may be terminated given at any time in the Purchaser's or assignee's discretion. Upon the Parent's receipt of such notice, the Parent agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Parent shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without a cause by limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the Parent responsible with respect thereto. The Purchaser at any time after giving such notice may designate as Servicer andany Person (including itself) to succeed the Parent or any successor Servicer, for so long as a Seller is acting as Sub-Servicer pursuant if such Person shall consent and agree to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicerhereof. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating AgentPurchaser, subcontract with any other Person for the servicing, administering [Purchase and Contribution Agreement] administration or collecting the Purchased collection of Transferred Receivables; provided, however, that . Any such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor subcontract shall not delegate affect the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable Servicer's liability for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms of this Agreementhereof.

Designation of Servicer. (a) The servicing, administering and collection of the Receivables Gross Amounts Payable shall be conducted ----------------------- serviced, administered and collected by Citibank, N.A., London Branch the Person (the "Servicer") or such other Person designated -------- to do so designated from time to time in accordance with this Section 4.01. Until ANLIC (Hawaii) designates a new Servicer pursuant to this Clause 12(A). Until the Operating Agent gives notice to the Servicer of a designation of a new ServicerSection 4.01, Citibank, N.A., London Branch SunAmerica Life Insurance Company is hereby designated as, and agrees, subject to the provisions of this paragraph (A), hereby agrees to perform the duties and obligations of a of, the Servicer pursuant to the terms hereof. Anchor agrees to pay to the Initial Servicer on demand all of this Agreementits fees, costs and expenses in connection with the performance of its obligation as Servicer. The If any Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such SellerDefault shall have occurred and be continuing, its duties and obligations Anchor may designate as Servicer and each such Seller any Person (each a "Sub-Successor Servicer") permitted hereby agrees to succeed in ------------------ whole or in part the Initial Servicer or any successor, if such Person shall be approved by ANLIC (Hawaii) (which approval not to be unreasonably delayed or withheld) and shall agree in writing (and obtain all necessary licenses and regulatory approvals) to perform the duties and obligations of the Servicer pursuant to the terms of this Agreement in relation hereof to the Purchased Receivables originated extent requested by itAnchor and permitted by all applicable laws, rules and regulations. The delegation hereby granted If Anchor is unable to each Sub-Servicer may not be terminated by obtain the Sub-Servicer without the prior written consent of a third party to succeed the Initial Servicer and or a Successor Servicer, as the case may be terminated at be, as Servicer, ANLIC (Hawaii) hereby reserves the right to act as Servicer in whole or in part in accordance with the preceding sentence. Notwithstanding anything to the contrary in any time Reinsurance Document and without a cause by limiting the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms scope of this Agreement, (i) it shall perform the duties and obligations that may be performed by a Successor Servicer, the Successor Servicer may from time to time during regular business hours inspect records and oversee activities of the Initial Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the its performance of obligations under the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer mayReinsurance Documents, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms of this Agreement.including but not

Designation of Servicer. The servicing, administering and collection of the Receivables shall be conducted by Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time pursuant to this Clause 12(A). Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this AgreementDeed. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms of this Agreement Deed in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this AgreementDeed, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement Deed and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this AgreementDeed. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this AgreementDeed. The Operating Agent hereby agrees that Exide Dagenham will, from the date hereof, subcontract with Exide Batteries the duties and obligations of Exide Dagenham as Sub-Servicer. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms of this AgreementDeed.

Designation of Servicer. The servicing, administering administration ----------------------- and collection of the Transferred Receivables shall be conducted by Citibank, N.A., London Branch such Person (the "Servicer") or such other Person so designated hereunder from time to time pursuant to this Clause 12(A)time. Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch The Seller is hereby -------- designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of of, the Servicer pursuant to the terms hereof and the parties hereto agree and acknowledge that the Seller shall act as Servicer hereunder until the occurrence of this Agreement in relation an Event of Default under the Holland Loan Agreement. Upon the occurrence of an event of default under the Holland Loan Agreement, the Seller agrees that, upon notice to the Purchased Seller from the Purchaser or its designee, the Seller will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables originated by itmaintained in its capacity as Servicer and access to all employees and officers of the Seller responsible with respect thereto. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated Purchaser at any time after giving such notice may designate as Servicer any Person (including itself) to succeed the Seller or any successor Servicer, if such Person shall consent and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant agree to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicerhereof. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating AgentPurchaser, subcontract with any other Person for the servicing, administering administration or collecting the Purchased collection of Transferred Receivables; provided, however, that . Any such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor subcontract shall not delegate affect the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable Servicer's liability for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms of this Agreementhereof.

Designation of Servicer. The servicing, administering ----------------------- and collection of the Lease Receivables shall be conducted by Citibank, N.A., London Branch (the "Servicer") or such other Person Servicer so designated from time to time pursuant in accordance with this Section 6.01. The Agent ------------ hereby designates the Transferor as Servicer with respect to this Clause 12(A)the Pledged Assets hereunder. Until the Operating Agent gives notice to the Transferor and the Servicer of a the designation of a new ServicerServicer as described below, Citibank, N.A., London Branch is designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") Transferor hereby agrees to perform the duties and obligations of of, the Servicer pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by ithereof. The delegation hereby granted to each Sub-Servicer may not be terminated parties hereto acknowledge that Trinity Capital Corporation and any other Person approved by the Sub-Servicer without the prior written consent Agent may perform certain of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of as subservicers, provided, that the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be -------- remain liable and responsible for the performance of the any such duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreementobligations. The Operating Agent may at any time following a Servicer Default designate as Servicer any Person (including itself) to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) Transferor or any successor Servicer, on the condition in each case that any such Person agrees so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Transferor agrees that, upon its replacement as Servicer by the Agent, it will take such actions as the Agent may reasonably require and otherwise cooperate with the Agent and the successor Servicer in effecting the termination of this Agreementits responsibilities and rights as Servicer hereunder including, without limitation, (i) assisting the successor Servicer in enforcing all rights under the Lease Receivables and Related Security, (ii) transferring, promptly upon receipt, to the successor Servicer any Collections or other amounts related to the Lease Receivables received by the Transferor, (iii) transferring to the successor Servicer all Records held by or under the control of the Transferor and (iv) following the replacement of the Transferor as Servicer, permit the successor Servicer to have access to all tapes, discs, diskettes and related property containing information concerning the Lease Receivables and the Records and permit the successor Servicer to use all computer software that may facilitate the Servicer's access to and use of such information. Upon the replacement of the Transferor as Servicer, the Transferor shall no longer be entitled to the Servicer Fee accruing from and after the effective date of such replacement.

Designation of Servicer. (a) The servicing, administering administration and collection of the Receivables shall be conducted by Citibank, N.A., London Branch such Person (the "“Servicer"”) or such other Person so designated from time to time pursuant to in accordance with this Clause 12(A)Section 8.1. Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch PDCo is hereby designated as, and agrees, subject to the provisions of this paragraph (A), hereby agrees to perform the duties and obligations of a of, the Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect Agent (on behalf of the Purchased Receivables originated by such SellerPurchasers) may, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform at the duties and obligations direction of the Servicer pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated Required Purchasers shall, at any time and without a cause by following the Servicer and, for so long as a Seller is acting as Sub-Servicer pursuant to the terms occurrence of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time an Amortization Event designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) PDCo or any successor Servicer. RECEIVABLES PURCHASE AGREEMENT Without the prior written consent of the Agent and the Required Purchasers, on the condition PDCo shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) an Originator (with respect to Receivables originated by such Originator), (ii) Seller and (iii) with respect to certain Charged-Off Receivables, outside collection agencies and lawyers in each case that accordance with its customary practices. None of Seller or any such Originator shall be permitted to further delegate to any other Person agrees to perform any of the duties or responsibilities of the Servicer delegated to it by PDCo. If at any time the Agent shall designate as Servicer any Person other than PDCo, all duties and obligations responsibilities theretofore delegated by PDCo to Seller and any Originator may, at the discretion of Servicer pursuant the Agent, be terminated forthwith on notice given by the Agent to PDCo and to Seller. Notwithstanding the foregoing subsection (b), (i) PDCo shall be and remain primarily liable to the terms Agent, the Purchaser Agents and the Purchasers and the Hedge Providers (if any) for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agent, the Purchaser Agents and the Purchasers shall be entitled to deal exclusively with PDCo in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agent, the Purchaser Agents and the Purchasers shall not be required to give notice, demand or other communication to any Person other than PDCo in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. PDCo, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Designation of Servicer. The servicing, administering and collection of the Receivables shall be conducted by Citibank, N.A., London Branch (the "Servicer") or such other Person so designated from time to time pursuant to this Clause 12(A). Until the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch is designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller Exide Funding in respect of the Purchased Paid Receivables originated by such Seller, its duties and obligations as of Servicer and each such Seller Exide Funding (each a the "Sub-Servicer") hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms of this Agreement in relation to the Purchased Receivables originated by itPaid Receivables. The delegation hereby granted to each the Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer and, for so long as a Seller Exide Funding is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Paid Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any the Sub-Servicer under this Agreement and each the Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each The Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with the Originators for the Receivables they have originated or with any other Person authorised to act as servicer on behalf of third parties in France for servicing, administering or collecting the Purchased Paid Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted subcontracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of the Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms of this Agreement.

Designation of Servicer. The servicing, administering administration and collection of the Transferred Receivables shall be conducted by Citibank, N.A., London Branch such Person (the "“Servicer"”) so designated hereunder from time to time. Until the RPA Final Payment Date, the U.S. Seller (or such other Person so as may be designated from time to time pursuant to this Clause 12(A). Until under the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch RPA) is hereby designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of of, the Servicer pursuant to the terms of this Agreement in relation hereof. Following the RPA Final Payment Date, the Purchaser, by notice to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer andU.S. Seller, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person (including itself) to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) U.S. Seller or any successor Servicer, on the condition in each case that any if such Person shall consent and agree to the terms hereof. Upon the U.S. Seller’s receipt of such notice, the U.S. Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to perform the new Servicer, and the U.S. Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the U.S. Seller responsible with respect thereto. The Servicer may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Servicer’s liability for performance of its duties and obligations of Servicer pursuant to the terms hereof, and any such subcontract shall terminate upon designation of this Agreementa successor Servicer. The Servicer hereby appoints ACI as subservicer (ACI, in such capacity, the “Subservicer”) to perform the servicing, administration and collections functions of the Servicer hereunder; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.07. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Purchaser hereby consents to the designation of ACI as subservicer hereunder.

Designation of Servicer. The servicing, administering administration and collection of the Receivables shall be conducted by Citibank, N.A., London Branch such Person (the "“Servicer"”) so designated hereunder from time to time. Until the RPA Final Payment Date, the Seller (or such other Person so as may be designated from time to time pursuant to this Clause 12(A). Until under the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch RPA) is hereby designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of of, the Servicer pursuant to the terms of this Agreement in relation hereof. Following the RPA Final Payment Date, the Purchaser or its assignees, by notice to the Purchased Seller, may designate as Servicer any Person (including itself) to succeed the Seller or any successor Servicer, if such Person shall consent and agree to the terms hereof. Upon the Seller’s receipt of such notice, the Seller or any successor Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designees or assignees) believes will facilitate the transition of the performance of such activities to the new Servicer, and the Seller shall use its best efforts to assist the Purchaser (or its designees or assignees) to take over the servicing, administration and collection of the Receivables originated by itincluding, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Receivables maintained in its capacity as Servicer and access to all employees and officers of the Seller responsible with respect thereto. The delegation hereby granted to each Sub-Each Servicer may not be terminated by the Sub-Servicer without (and with respect to any successor Servicer, with the prior written consent of the Servicer and may be terminated at Purchaser or its assignees) subcontract with any time and without a cause by other Person for the Servicer andservicing, for so long as a Seller is acting as Sub-Servicer pursuant to the terms administration or collection of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-ServicerReceivables. The Servicer Any such subcontract shall not be liable affect the Servicer’s liability for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) or any successor Servicer, on the condition in each case that any such Person agrees to perform the duties and obligations of Servicer pursuant to the terms hereof, and any such subcontract shall terminate upon designation of this Agreementa successor Servicer.

Designation of Servicer. The servicing, administering administration and collection of the Transferred Receivables shall be conducted by Citibank, N.A., London Branch such Person (the "Servicer") so designated hereunder from time to time. Until the RPA Final Payment Date, the U.S. Seller (or such other Person so as may be designated from time to time pursuant to this Clause 12(A). Until under the Operating Agent gives notice to the Servicer of a designation of a new Servicer, Citibank, N.A., London Branch RPA) is hereby designated as, and agrees, subject to the provisions of this paragraph (A), to perform the duties and obligations of a Servicer pursuant to the terms of this Agreement. The Servicer hereby delegates to each Seller in respect of the Purchased Receivables originated by such Seller, its duties and obligations as Servicer and each such Seller (each a "Sub-Servicer") hereby agrees to perform the duties and obligations of of, the Servicer pursuant to the terms of this Agreement in relation hereof. Following the RPA Final Payment Date, the Purchaser, by notice to the Purchased Receivables originated by it. The delegation hereby granted to each Sub-Servicer may not be terminated by the Sub-Servicer without the prior written consent of the Servicer and may be terminated at any time and without a cause by the Servicer andU.S. Seller, for so long as a Seller is acting as Sub-Servicer pursuant to the terms of this Agreement, (i) it shall perform the duties and obligations of the Servicer in respect of the Purchased Receivables originated by it and (ii) all duties, obligations and indemnities expressed to be those of a "Servicer" pursuant to Clause 5 and this Clause 12 shall be regarded for all purposes as those of the relevant Sub-Servicer. The Servicer shall not be liable for the performance of the duties and obligations of any Sub-Servicer under this Agreement and each Sub-Servicer shall be liable to the Operating Agent and the Buyer for the performance of its duties and obligations as Sub-Servicer under this Agreement. Each Sub-Servicer may, with the prior written consent of the Operating Agent, subcontract with any other Person for servicing, administering or collecting the Purchased Receivables; provided, however, that such Sub-Servicer (a) procures to the Operating Agent that its sub-contractor shall not delegate the servicing duties and obligations sub contracted to it by the Sub-Servicer without the prior written consent of the Operating Agent and (b) will remain liable for the performance of its duties and obligations of Sub-Servicer under this Agreement. The Operating Agent may at any time designate as Servicer any Person (including itself) to succeed the Servicer (which designation shall, for the avoidance of doubt, automatically terminate the delegation hereby granted to the Sub-Servicer) U.S. Seller or any successor Servicer, on the condition in each case that any if such Person shall consent and agree to the terms hereof. Upon the U.S. Seller's receipt of such notice, the U.S. Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Purchaser (or its designee) believes will facilitate the transition of the performance of such activities to perform the new Servicer, and the U.S. Seller shall use its best efforts to assist the Purchaser (or its designee) to take over the servicing, administration and collection of the Transferred Receivables, including, without limitation, providing access to and copies of all computer tapes or disks and other documents or instruments that evidence or relate to Transferred Receivables maintained in its capacity as Servicer and access to all employees and officers of the U.S. Seller responsible with respect thereto. The Servicer may, with the prior consent of the Purchaser, subcontract with any other Person for the servicing, administration or collection of Transferred Receivables. Any such subcontract shall not affect the Servicer's liability for performance of its duties and obligations of Servicer pursuant to the terms hereof, and any such subcontract shall terminate upon designation of this Agreementa successor Servicer. The Servicer hereby appoints ACI as subservicer (ACI, in such capacity, the "Subservicer") to perform the servicing, administration and collections functions of the Servicer hereunder; provided that the foregoing designation of ACI as subservicer does not (i) extend to the amendment or modification of a Receivable in accordance with Section 6.02(c) or (ii) contravene or otherwise exceed or violate Section 6.07. In no instance will the servicing and subservicing hereunder be inconsistent with, or in violation of, the terms and conditions of the Insurance Policy (and ACI shall continue its servicing and administration of the Insurance Policy). The Purchaser hereby consents to the designation of ACI as subservicer hereunder.