Common use of RECEIVABLES TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR Clause in Contracts

RECEIVABLES TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and after the receipt by the Trust Cash Manager and any Co-Trust Cash Manager of a Termination Notice pursuant to Clause 11.1, the Trust Cash Manager and any Co-Trust Cash Manager shall continue to perform their respective Cash Management functions under this Deed until the date specified in the Termination Notice or otherwise specified by the Receivables Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Receivables Trustee, until a date mutually agreed upon by the Trust Cash Manager, any Co-Trust Cash Manager and Receivables Trustee. The Receivables Trustee shall notify each Rating Agency of such removal of the Trust Cash Manager and any Co-Trust Cash Managers. The Receivables Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor Cash Manager (the "SUCCESSOR CASH MANAGER") which shall at the time of its appointment as Successor Cash Manager be an Eligible Cash Manager, and such Successor Cash Manager shall accept its appointment by a written assumption in a form acceptable to the Receivables Trustee. (b) Upon its appointment, the Successor Cash Manager shall be the successor in all respects to the Trust Cash Manager and any Co-Trust Cash Managers with respect to Cash Management functions under this Deed and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Trust Cash Manager or any Co-Trust Cash Manager by the terms and provisions hereof or any relevant Accession Notice, and all references in this Deed to the Trust Cash Manager and any Co-Trust Cash Manager shall be deemed to refer to the Successor Cash Manager. Any Successor Cash Manager, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of each agreement relating to Enhancement. (c) In connection with such appointment and assumption, the Receivables Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of the Successor Cash Manager out of Collections, as it and such Successor Cash Manager shall agree PROVIDED, HOWEVER, that no such compensation shall be in excess of the Cash Management Fee permitted to the Trust Cash Manager and any Co-Trust Cash Managers pursuant to Clause 9.2. (d) All authority and power granted to the Successor Cash Manager under this Deed shall automatically cease and terminate upon dissolution of the Receivables Trust pursuant to Clause 6.3 or Clause 8.1 and shall pass to and be vested in RBS and RBS is hereby appointed, authorised and empowered to execute and deliver, on behalf of the Successor Cash Manager, as its attorney, in order to secure the performance of the Successor Cash Manager of the matters, referred to in the next paragraph, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of rights in relation to the Trust Cash Manager and any Co-Trust Cash Managers. The Successor Cash Manager agrees to co-operate with RBS in effecting the termination of the responsibilities and rights of the Successor Cash Manager to carry out Cash Management functions in relation to the Receivables constituting Trust Property. The Successor Cash Manager shall transfer its electronic records relating to the Receivables constituting Trust Property to RBS in such electronic form as RBS may reasonably request and shall transfer all other records, correspondence and documents to RBS in the manner and at such times as RBS shall reasonably request. To the extent that compliance with this Clause 11.3 shall require the Successor Cash Manager to disclose to RBS information of any kind which the Successor Cash Manager deems to be confidential, RBS shall be required to enter into such customary licensing and confidentiality agreements as the Successor Cash Manager shall reasonably deem necessary to protect its interest.

RECEIVABLES TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and after the receipt by the Trust Cash Manager and any Co-Trust Cash Manager of a Termination Notice pursuant to Clause 11.1, the Trust Cash Manager and any Co-Trust Cash Manager shall continue to perform their respective Trust Cash Management functions under this Deed until the date specified in the Termination Notice or otherwise specified by the Receivables Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Receivables Trustee, until a date mutually agreed upon by the Trust Cash Manager, any Co-Trust Cash Manager and Receivables Trustee. The Receivables Trustee shall notify each Rating Agency of such removal of the Trust Cash Manager and any Co-Trust Cash Managers. The Receivables Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor Trust Cash Manager (the "SUCCESSOR TRUST CASH MANAGER") which shall at the time of its appointment as Successor Trust Cash Manager be an Eligible Trust Cash Manager, and such Successor Trust Cash Manager shall accept its appointment by a written assumption in a form acceptable to the Receivables Trustee. (b) Upon its appointment, the Successor Trust Cash Manager shall be the successor in all respects to the Trust Cash Manager and any Co-Trust Cash Managers with respect to Trust Cash Management functions under this Deed and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Trust Cash Manager or any Co-Trust Cash Manager by the terms and provisions hereof or any relevant Accession Notice, and all references in this Deed to the Trust Cash Manager and any Co-Trust Cash Manager shall be deemed to refer to the Successor Trust Cash Manager. Any Successor Trust Cash Manager, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of each agreement relating to Enhancement. (c) In connection with such appointment and assumption, the Receivables Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of the Successor Trust Cash Manager out of Collections, as it and such Successor Trust Cash Manager shall agree PROVIDED, HOWEVER, that no such compensation shall be in excess of the Trust Cash Management Fee permitted to the Trust Cash Manager and any Co-Trust Cash Managers pursuant to Clause 9.2. (d) All authority and power granted to the Successor Trust Cash Manager under this Deed shall automatically cease and terminate upon dissolution of the Receivables Trust pursuant to Clause 6.3 or Clause 8.1 and shall pass to and be vested in RBS and RBS Barclays Bank PLC and, without limitation, Barclays Bank PLC is hereby appointed, authorised and empowered to execute and deliver, on behalf of the Successor Trust Cash Manager, as its attorney, in order to secure the performance of the Successor Trust Cash Manager of the matters, referred to in the next paragraph, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of rights in relation to the Trust Cash Manager and any Co-Trust Cash Managers. The Successor Trust Cash Manager agrees to co-operate cooperate with RBS Barclays Bank PLC in effecting the termination of the responsibilities and rights of the Successor Trust Cash Manager to carry out Trust Cash Management functions in relation to the Receivables constituting Trust Property. The Successor Trust Cash Manager shall transfer its electronic records relating to the Receivables constituting Trust Property to RBS Barclays Bank PLC in such electronic form as RBS Barclays Bank PLC may reasonably request and shall transfer all other records, correspondence and documents to RBS Barclays Bank PLC in the manner and at such times as RBS Barclays Bank PLC shall reasonably request. To the extent that compliance with this Clause 11.3 shall require the Successor Trust Cash Manager to disclose to RBS Barclays Bank PLC information of any kind which the Successor Trust Cash Manager deems to be confidential, RBS Barclays Bank PLC shall be required to enter into such customary licensing and confidentiality agreements as the Successor Trust Cash Manager shall reasonably deem necessary to protect its interest.

RECEIVABLES TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and after the receipt by the Trust Cash Manager and any Co-Trust Cash Manager of a Termination Notice pursuant to Clause 11.1, the Trust Cash Manager and any Co-Trust Cash Manager shall continue to perform their respective Trust Cash Management functions under this Deed until the date specified in the Termination Notice or otherwise specified by the Receivables Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Receivables Trustee, until a date mutually agreed upon by the Trust Cash Manager, any Co-Trust Cash Manager and Receivables Trustee. The Receivables Trustee shall notify each Rating Agency of such removal of the Trust Cash Manager and any Co-Trust Cash Managers. The Receivables Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor Trust Cash Manager (the "SUCCESSOR TRUST CASH MANAGER") which shall at the time of its appointment as Successor Trust Cash Manager be an Eligible Trust Cash Manager, and such Successor Trust Cash Manager shall accept its appointment by a written assumption in a form acceptable to the Receivables Trustee. (b) Upon its appointment, the Successor Trust Cash Manager shall be the successor in all respects to the Trust Cash Manager and any Co-Trust Cash Managers with respect to Trust Cash Management functions under this Deed and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Trust Cash Manager or any Co-Trust Cash Manager by the terms and provisions hereof or any relevant Accession Notice, and all references in this Deed to the Trust Cash Manager and any Co-Trust Cash Manager shall be deemed to refer to the Successor Trust Cash Manager. Any Successor Trust Cash Manager, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of each agreement relating to Enhancement. (c) In connection with such appointment and assumption, the Receivables Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of the Successor Trust Cash Manager out of Collections, as it and such Successor Trust Cash Manager shall agree PROVIDED, HOWEVER, that no such compensation shall be in excess of the Trust Cash Management Fee permitted to the Trust Cash Manager and any Co-Co- Trust Cash Managers pursuant to Clause 9.2. (d) All authority and power granted to the Successor Trust Cash Manager under this Deed shall automatically cease and terminate upon dissolution of the Receivables Trust pursuant to Clause 6.3 or Clause 8.1 and shall pass to and be vested in RBS and RBS Barclays Bank PLC and, without limitation, Barclays Bank PLC is hereby appointed, authorised and empowered to execute and deliver, on behalf of the Successor Trust Cash Manager, as its attorney, in order to secure the performance of the Successor Trust Cash Manager of the matters, referred to in the next paragraph, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of rights in relation to the Trust Cash Manager and any Co-Trust Cash Managers. The Successor Trust Cash Manager agrees to co-operate cooperate with RBS Barclays Bank PLC in effecting the termination of the responsibilities and rights of the Successor Trust Cash Manager to carry out Trust Cash Management functions in relation to the Receivables constituting Trust Property. The Successor Trust Cash Manager shall transfer its electronic records relating to the Receivables constituting Trust Property to RBS Barclays Bank PLC in such electronic form as RBS Barclays Bank PLC may reasonably request and shall transfer all other records, correspondence and documents to RBS Barclays Bank PLC in the manner and at such times as RBS Barclays Bank PLC shall reasonably request. To the extent that compliance with this Clause 11.3 shall require the Successor Trust Cash Manager to disclose to RBS Barclays Bank PLC information of any kind which the Successor Trust Cash Manager deems to be confidential, RBS Barclays Bank PLC shall be required to enter into such customary licensing and confidentiality agreements as the Successor Trust Cash Manager shall reasonably deem necessary to protect its interest.