Common use of Duties of the Subservicer Clause in Contracts

Duties of the Subservicer. (a) As of the Effective Date, subject to the terms of this Agreement, the Servicer hereby acknowledges and agrees that SCI will act as servicer of each Program Portfolio, and SCI hereby agrees to act as servicer of each Program Portfolio, to manage, service, collect, enforce, administer and provide the other services for each Program Portfolio from and after the Effective Date, in each case, as required by, or described in, this Agreement and the applicable Program Portfolio Schedule and that is consistent and in accordance with the terms of this Agreement, the Customary Servicing Practices, the service level agreements negotiated from time to time by the parties hereto (the “SLAs”) and Applicable Law (collectively, the “Services”). The Subservicer shall perform the Services, and agrees to act hereunder, in accordance with the standard of care with respect to each Program Portfolio set forth in the related Program Portfolio Schedule and that is consistent with its Customary Servicing Practices and the SLAs. The Subservicer’s duties shall include those additional or alternate duties with respect to each Program Portfolio as reflected in the related Program Portfolio Schedule (the “Program Portfolio Services”). (b) The Subservicer may modify or amend its Customary Servicing Practices and the SLAs with respect to a Program Portfolio from time to time in its sole discretion and in compliance with Applicable Law; provided, however, that the Subservicer may not modify or amend its Customary Servicing Practices if such modification or amendment would be contrary to the terms of a Program Portfolio Schedule without the prior written consent of the Servicer; provided, further, that the Subservicer may not modify or amend its Customary Servicing Practices if such modification or amendment would have a material and adverse effect on the interests of the Servicer or the owner or pledgee of any Program Receivable without the prior written consent of the Servicer. The Subservicer shall provide written notice to the Servicer of any proposed modification or amendment to any of the Customary Servicing Practices not less than five (5) Business Days prior to the effectiveness of any such modification or amendment. (c) Unless required by Applicable Law or a Program Receivable Transaction Document, neither the Servicer nor the Subservicer shall disclose in any oral or written communication with any Obligor hereunder (including any correspondence) that the Services (including the collection Services) are being administered or performed by the Subservicer on behalf of the Servicer; provided, that prior to any disclosure pursuant to Applicable Law, the party determining that Applicable Law requires such disclosure to such Obligor shall inform the other party hereto of such determination and such other party shall have the option to require the party determining that Applicable Law or such Program Receivable Transaction Document requires disclosure to provide an Opinion of Counsel to such effect. Notwithstanding the foregoing or Section 8.1(a) of this Agreement, the parties hereto acknowledge and agree that the role of SCI as Subservicer is expected to be disclosed in connection with any asset-backed securities transaction involving Program Receivables, and SCI covenants and agrees to cooperate with respect to any disclosure and reporting requirements required in connection with any asset-backed securities transaction involving Program Receivables.

Duties of the Subservicer. (a) As of the Effective Date, subject to the terms of this Agreement, the Servicer hereby acknowledges and agrees that SCI will act as servicer of each Program Portfolio, and SCI hereby agrees to act as servicer of each Program Portfolio, to manage, service, collect, enforce, administer and provide the other services for each Program Portfolio from and after the Effective Date, in each case, as required by, or described in, this Agreement and the applicable Program Portfolio Schedule and that is consistent and in accordance with the terms of this Agreement, the Customary Servicing Practices, the service level agreements negotiated from time to time by the parties hereto (the “SLAs”) and Applicable Law (collectively, the “Services”). The Subservicer shall (i) service and administer the Receivables arising in the Funding Accounts, (ii) collect payments due under the Receivables arising in the Funding Accounts and (iii) perform such other duties of the Services, Servicer under the Pooling and agrees to act hereunder, in accordance with the standard of care Servicing Agreement with respect to each Program Portfolio set forth the Receivables arising in the related Program Portfolio Schedule and that is consistent with its Customary Servicing Practices and Funding Accounts as the SLAs. The Subservicer’s duties Servicer shall include those additional or alternate duties with respect to each Program Portfolio as reflected in the related Program Portfolio Schedule (the “Program Portfolio Services”). (b) The Subservicer may modify or amend its Customary Servicing Practices and the SLAs with respect to a Program Portfolio from time to time in its sole discretion and in compliance with Applicable Lawrequest; provided, however, that such performance shall not, unless otherwise requested by the Servicer, include (A) making or directing deposits to or withdrawals from the Collection Account, the Finance Charge Account, the Principal Account or any Series Accounts, or (B) instructing the Trustee to perform or act in any manner. In connection with such performance, the Subservicer may not modify or amend its Customary Servicing Practices if such modification or amendment would be contrary shall, as agent for the Servicer, take all actions reasonably requested by the Servicer to subservice and administer the Receivables arising in the Funding Accounts, to collect and remit to the terms of a Program Portfolio Schedule without Servicer payments due under such Receivables and to charge-off as uncollectible such Receivables, in each case in accordance with the prior written consent of Pooling and Servicing Agreement, the applicable Credit Card Agreements, the applicable Credit Card Guidelines, and, to the extent consistent with the foregoing, the Subservicer’s customary and usual servicing procedures for servicing credit card receivables comparable to such Receivables. As agent for the Servicer; provided, further, that the Subservicer shall have full power and authority, acting alone or through the Servicer, to do any and all things in connection with such subservicing and administration which it may not modify deem necessary or amend its Customary Servicing Practices if such modification or amendment would have a material desirable and adverse effect on the interests which is permitted of the Servicer with respect to such Receivables under the Pooling and Servicing Agreement, excluding any power to direct the Trustee or take any action with respect to the owner or pledgee Trustee’s accounts. (b) As an administrative convenience, the Subservicer shall interface with and advance and receive funds as agent for and on behalf of any Program Receivable without MBNA, through the prior written consent VISA and MasterCard systems in respect of the ServicerFunding Accounts. The In connection with such performance, the Subservicer shall provide written notice shall, as agent for the Seller, take all actions reasonably requested by the Seller to interface with and advance and receive funds through the VISA and MasterCard systems in respect of the Funding Accounts in accordance with the Pooling and Servicing Agreement, the applicable Credit Card Agreements, the applicable Credit Card Guidelines, and, to the Servicer extent consistent with the foregoing, the Subservicer’s customary and usual procedures for interfacing with and advancing and receiving funds through the VISA and MasterCard systems in respect of any proposed modification or amendment to any of the Customary Servicing Practices not less than five (5) Business Days prior accounts comparable to the effectiveness of any such modification or amendmentFunding Accounts. (c) Unless required The Subservicer shall not be obligated to use separate servicing or administrative procedures, offices, employees, or accounts for any of its duties hereunder, including subservicing the Receivables arising in the Funding Accounts and administering payments in respect of the Funding Accounts, from the procedures, offices, employees, and accounts used by Applicable Law the Subservicer in connection with its other activities, including servicing other comparable receivables and administering payments in respect of other comparable accounts. (d) The Servicer shall furnish the Subservicer with any files, records, or a Program Receivable Transaction Document, neither documents necessary or appropriate to enable the Subservicer to carry out its subservicing and administrative duties hereunder. The Subservicer shall furnish the Servicer nor with any files, records, or documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Pooling and Servicing Agreement. (e) The Seller shall remit to the Subservicer an amount equal to the aggregate amount advanced during any Monthly Period by the Subservicer, as agent for and on behalf of MBNA, through the VISA or MasterCard systems in respect of the Funding Accounts, no later than the Distribution Date occurring in the following Monthly Period or within ten (10) days thereafter. Except as specifically provided above, the Subservicer shall disclose pay out of its own funds, without reimbursement, all expenses incurred in connection with its subservicing and administrative activities hereunder. (f) The Subservicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with each related Receivable and the related Funding Account, will maintain in effect all qualifications required under Requirements of Law in order to subservice properly each applicable Receivable and the related Funding Account, and will comply in all material respects with all other Requirements of Law in connection with subservicing and administering each applicable Receivable and the related Funding Account, the failure to comply with which would have a material adverse effect on Investor Certificateholders or Master Trust II. (g) The Subservicer shall not authorize any rescission or cancellation of any Receivable arising in a Funding Account except in accordance with the applicable Credit Card Guidelines or as ordered by a court of competent jurisdiction or other Governmental Authority. (h) The Subservicer shall not take any action which, or omit to take any action the omission of which, would impair the rights of the Trustee in any oral Receivable arising in a Funding Account or written communication the rights of MBNA in any Funding Account. The Subservicer shall not reschedule, revise, or defer payments due on any Receivable arising in a Funding Account except in accordance with the applicable Credit Card Guidelines. (i) Except in connection with its enforcement or collection of a Funding Account, the Subservicer shall not take any Obligor action to cause any Receivable arising in a Funding Account or any Funding Account to be evidenced by any instrument or chattel paper (as defined in the UCC). (j) As reasonably requested by the Servicer or the Seller, the Subservicer shall (i) furnish the Servicer or the Seller, as applicable, with true and complete copies of all reports, statements, certificates, notices, and other documents received or generated by the Subservicer in connection with its duties hereunder and (including ii) cooperate with the Servicer or the Seller, as applicable, in taking any correspondenceand all actions which the Servicer or the Seller, as applicable, deems necessary in order for it to satisfactorily perform its obligations under the Pooling and Servicing Agreement or the Credit Card Agreements related to the Funding Accounts. Nothing in this Agreement shall be construed as granting to the Subservicer, as agent for the Servicer, any right or power with respect to the Funding Accounts or the related Receivables that is more expansive than that granted to the Servicer with respect to the servicing and administration of the Receivables arising in the Funding Accounts under the Pooling and Servicing Agreement. (k) The Subservicer shall comply with and perform its obligations in accordance with the Credit Card Agreements and the Credit Card Guidelines in all material respects. (l) All collections and other payments that the Services (including the collection Services) are being administered or performed received by the Subservicer on behalf the Funding Accounts, including, but not limited to, amounts received in respect of Interchange, will be distributed to the Servicer or the Seller, as applicable, on the Business Day next succeeding the date on which such collections or payments are received by the Subservicer, or such other day as may be consented to by the Servicer or the Seller, as applicable. The Subservicer agrees that all collections and other payments received by the Subservicer on the Funding Accounts will be held in trust for the Servicer or the Seller, as applicable, until distributed to the Servicer or the Seller, as applicable. Subject to this subsection 4(l), the Subservicer may commingle Collections on the Receivables arising in the Funding Accounts to the extent permitted of the Servicer; provided, that prior to any disclosure pursuant to Applicable Law, Servicer under the party determining that Applicable Law requires such disclosure to such Obligor shall inform the other party hereto of such determination Pooling and such other party shall have the option to require the party determining that Applicable Law or such Program Receivable Transaction Document requires disclosure to provide an Opinion of Counsel to such effect. Notwithstanding the foregoing or Section 8.1(a) of this Servicing Agreement, the parties hereto acknowledge and agree that the role of SCI as Subservicer is expected to be disclosed in connection with any asset-backed securities transaction involving Program Receivables, and SCI covenants and agrees to cooperate with respect to any disclosure and reporting requirements required in connection with any asset-backed securities transaction involving Program Receivables.