Common use of The Servicer Not to Resign Clause in Contracts

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon its determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under applicable law Applicable Law and (ii) there is no reasonable action which the Servicer that it could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible ServicerApplicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (ai) above by an Opinion of Counsel to such effect delivered to the TrusteeBorrower, the Facility Agent and each Managing Agent and Rating Agency. No To the extent permissible and in accordance with Applicable Law, no such resignation shall become effective until the Trustee or a Successor Servicer successor shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days the terms of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicerthis Agreement. Notwithstanding the foregoing, if the Trustee shallBackup Servicer is acting as Successor Servicer, the Servicer may resign upon 60 days prior written notice to the parties hereto, provided, that, (i) a successor shall have assumed the responsibilities and obligations of the Servicer in accordance with the terms of this Agreement and (ii) if it is legally unable so to acta successor Servicer does not take office within 150 days after the retiring Servicer gives notice, the retiring Servicer may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon for the appointment of a Successor Servicersuccessor Servicer .

The Servicer Not to Resign. The Except as permitted by Section 8.02, the Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, such Requirements of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible ServicerLaw. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “"VISA,” “" and "MasterCard” and “American Express” " credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer entitled thereto under the terms of the applicable Supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law law, or (b) upon the satisfaction of the following conditions, (i) the assumption, by an agreement supplemental hereto, executed by and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by the proposed successor Servicer, (ii) the written confirmation by the Rating Agencies that the then rating of any Series of Certificates then outstanding will not, solely as a result of such transfer, be reduced or withdrawn, (iii) the delivery to the Trustee of an Opinion of Counsel substantially to the effect that (A) such transfer will not adversely affect the treatment of any Series of Certificates then outstanding after such transfer as debt for Federal and state income tax purposes, and (B) such transfer will not have any material adverse impact on the federal or state income taxation of the Trust or an Investor Certificateholder or any Certificate Owner, and (iv) the proposed successor Servicer has a net worth of not less than $50,000,000 and its Affiliates that is a direct regular business includes the servicing of charge card or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible Servicerrevolving credit receivables. Any determination pursuant to clause (a) of this Section permitting the resignation of the Servicer shall be evidenced as to clause (aa)(i) above of this Section by an Opinion of Counsel to such effect delivered to the Trustee. Notwithstanding anything in this Agreement or any Supplement to the contrary, any Successor Servicer appointed under clause (b) of this Section shall be deemed to be a Successor Servicer as defined hereunder. No such resignation shall become effective until the Trustee or its duly appointed agent (which may not be the outgoing Servicer) or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor ServicerServicer pursuant to subsection 10.02(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Servicer’s determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under applicable law Applicable Law and (ii) there is no reasonable action which that the Servicer could take to make the performance of its duties hereunder permissible under applicable law Applicable Law or (b) upon at least 60 days’ prior notice to the assumption, other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by an agreement supplemental hereto, executed and a successor Servicer shall not have been delivered to the TrusteeServicer within 30 days after the giving of such notice of resignation, in form satisfactory to the Trustee, resigning Servicer may petition any court of competent jurisdiction for the obligations and duties appointment of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible successor Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to No such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof6.02. If Any Fees then due and owing to the Servicer and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account in accordance with Section 2.05 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders ratably across all Term Loan Series then outstanding if the Borrower fails to so pay such amounts) within 120 days 10 Business Days of receipt of an invoice therefor. In the event Midland resigns in its role or is terminated as Servicer, Administrative Agent, Collateral Custodian and/or the Account Bank, Midland, as applicable, shall be deemed to have concurrently resigned or been terminated, as applicable, in its role as Servicer, Administrative Agent, Collateral Custodian and/or the Account Bank, as applicable, with no further action needed by any of the date parties hereto; provided that, such resignation or termination, as applicable, shall comply with the requirements of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicerthis Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (ax) upon a determination by the Servicer that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (by) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trusteeas may be required, in form satisfactory to the Trusteeconnection with Servicer’s consolidation with, of the obligations and duties of the Servicer hereunder by or merger into any other corporation or Servicer’s conveyance or transfer of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. properties and that qualifies assets substantially as an Eligible Servicerentirety to any person in each case, in accordance with Section 5.2. Any such determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced as to clause (ai) above by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 7.2 hereof. The Indenture Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. If the Indenture Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Indenture Trustee shall serve as Successor ServicerServicer hereunder. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (ax) upon the determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law such Requirements of Law or (by) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trusteeas may be required, in form satisfactory to connection with the TrusteeServicer's consolidation with, of or merger into any other corporation or the obligations and duties of the Servicer hereunder by any Servicer's conveyance or transfer of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. properties and that qualifies assets substantially as an Eligible Servicerentirety to any Person in each case, in accordance with Section 8.2. Any determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.2. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above Servicer, and if the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer Enhancement Provider, if any, entitled thereto under the terms of the applicable Supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the Servicer's determination that (i) the performance of its duties hereunder is no longer permissible or becomes impermissible under applicable law Applicable Law and (ii) there is no reasonable action which that the Servicer could take to make the performance of its duties hereunder permissible under applicable law Applicable Law or (b) upon at least 60 days' prior notice to the assumption, other parties hereto. If no successor servicer shall have been appointed and an instrument of acceptance by an agreement supplemental hereto, executed and a successor Servicer shall not have been delivered to the TrusteeServicer within 30 days after the giving of such notice of resignation, in form satisfactory to the Trustee, resigning Servicer may petition any court of competent jurisdiction for the obligations and duties appointment of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible successor Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to No such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Replacement Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof6.02. If Any Fees then due and owing to the Servicer and accrued through such date, including any expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and any Fee Letter, shall be due and payable on such discharge date and shall be paid from amounts in the Collection Account in accordance with Section 2.05 and if such amounts are insufficient to pay such amounts then due and owing, shall be paid by the Borrower (or the Lenders ratably across all Term Loan Series then outstanding if the Borrower fails to so pay such amounts) within 120 days 10 Business Days of receipt of an invoice therefor. In the event Midland resigns in its role or is terminated as Servicer, Administrative Agent, Collateral Custodian and/or the Account Bank, Midland, as applicable, shall be deemed to have concurrently resigned or been terminated, as applicable, in its role as Servicer, Administrative Agent, Collateral Custodian and/or the Account Bank, as applicable, with no further action needed by any of the date parties hereto; provided that, such resignation or termination, as applicable, shall comply with the requirements of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicerthis Agreement.

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the satisfaction of the following conditions, (i) upon the assumption, by an agreement supplemental hereto, executed by and delivered to the Trustee, Trustee in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by the proposed Successor Servicer, (ii) the written confirmation by Rating Agencies that the then rating of the Certificates will not, solely as a result of such transfer, be reduced or withdrawn, (iii) the delivery to the Trustee of an Opinion of Counsel to the effect that such transfer will not have any material adverse impact on the Federal income tax characterization of any outstanding Series of Investor Certificates that have been the subject of a previous opinion of tax counsel and (iv) the proposed Successor Servicer has a net worth of not less than $100,000,000 and its Affiliates that regular business includes the servicing of credit card receivables. If the Trustee is unable within 120 days of the date of such determination to appoint a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies Successor Servicer pursuant to Section 10.02, the Trustee shall serve as an Eligible Successor Servicer hereunder but shall have continued authority to appoint another Person as Successor Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act Agreement as Servicer under clause (a) above the Trustee is unable to appoint if a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor ServicerTermination Notice had been given.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of the Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or such Requirements of Law (other than the charter and bylaws of the Servicer)or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary by any other entity the appointment of Citigroup Inc. and that which shall have satisfied the Rating Agency Condition and, in either case, qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Officer's Certificate and an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above and the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts and who has the ability to service the Receivables as the Successor Servicer hereunder. The Trustee shall give prompt written notice of such appointment to each Rating Agency and each Series Enhancer entitled hereto under the terms of the applicable supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of the Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or such Requirements of Law (other than the charter and bylaws of the Servicer)or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary by any other entity the appointment of Citigroup Inc. and that which shall have satisfied the Rating Agency Condition and, in either case, qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Officer's Certificate and an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above and the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts and who has the ability to service the Receivables as the Successor Servicer hereunder. The Trustee shall give prompt written notice of such appointment to each Rating Agency and each Series Enhancer entitled hereto under the terms of the applicable supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (ai) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (bii) upon satisfaction of the assumptionfollowing conditions: (A) an Eligible Servicer shall have assumed, by an agreement supplemental hereto, executed and delivered to the Owner Trustee, in form satisfactory acceptable to the Transferor and the Owner Trustee, the performance of the obligations every covenant and duties obligation of the Servicer hereunder by any of its Affiliates hereunder; (B) the Rating Agency Condition shall have been satisfied with respect to such resignation and appointment; (C) the resigning Servicer shall have delivered to the Indenture Trustee an Officer's Certificate stating that is a direct or indirect wholly owned subsidiary of Citigroup Inc. such resignation and such supplemental agreement comply with this Section 5.5 and that qualifies all conditions precedent herein provided for relating to such resignation and assumption have been complied with; and (D) the resigning Servicer shall have delivered or caused to be delivered to the Indenture Trustee (with a copy to each Rating Agency) an Opinion of Counsel that such supplemental agreement constitutes a legal, binding and valid obligation of the assuming Servicer, enforceable against the assuming Servicer in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as an Eligible Servicersuch enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). Any determination permitting the resignation of the Servicer under clause (i) of this Section 5.5 shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Indenture Trustee. No , and no such resignation shall become be effective until the Indenture Trustee or a Successor successor to the Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02 hereofunder this Agreement. If the Indenture Trustee is unable within 120 days of the date a resignation of the determination that the Servicer may no longer act as Servicer under clause (ai) above the Trustee is unable of this Section 5.5 to appoint a Successor ServicerServicer pursuant to Section 7.2(a), the Indenture Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding Servicer hereunder but the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not -------------------------- resign from the obligations and duties hereby imposed on it except (ax) upon the determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law such Requirements of Law or (by) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trusteeas may be required, in form satisfactory to connection with the TrusteeServicer's consolidation with, of or merger into any other corporation or the obligations and duties of the Servicer hereunder by any Servicer's conveyance or transfer of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. properties and that qualifies assets substantially as an Eligible Servicerentirety to any person in each case, in accordance with Section 8.02. Any determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above Servicer, and if the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable to so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as trade receivables to be the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon of the appointment of a Successor ServicerServicer to each Rating Agency, each Series Enhancer and each Series Representative entitled thereto under the terms of the applicable Supplement.

The Servicer Not to Resign. The Except as provided in -------------------------- Section 7.05 with respect to the transfer of servicing to an Assuming Entity, the Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of Law (other than the charter and by- laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, such Requirements of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible ServicerLaw. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Officer's Certificate and an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts and who has the ability to service the Receivables as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer entitled thereto under the terms of the applicable Supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is are no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered law. Any such determination pursuant to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible Servicer. Any determination preceding sentence permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. No resignation of the Servicer shall become effective until the Trustee or a Successor Servicer successor servicer shall have assumed the responsibilities Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Servicer in accordance with Section 10.02 hereof. If within 120 days of duties, covenants or obligations to be performed by the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee foregoing prohibition on assignment shall give prompt notice not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to each Rating Agency the Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder and each Series Enhancer upon the appointment of a Successor Servicerparties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Agreement.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (ai) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (bii) upon satisfaction of the assumptionfollowing conditions: (A) an Eligible Servicer shall have assumed, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory acceptable to the Transferor and the Trustee, the performance of the obligations every covenant and duties obligation of the Servicer hereunder by any of its Affiliates hereunder; (B) the Rating Agency Condition shall have been satisfied with respect to such resignation and appointment; (C) the resigning Servicer shall have delivered to the Trustee an Officer’s Certificate stating that is a direct or indirect wholly owned subsidiary of Citigroup Inc. such resignation and such supplemental agreement comply with this Section 8.5 and that qualifies all conditions precedent herein provided for relating to such resignation and assumption have been complied with; and (D) the resigning Servicer shall have delivered or caused to be delivered to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel that such supplemental agreement constitutes a legal, binding and valid obligation of the assuming Servicer, enforceable against the assuming Servicer in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as an Eligible Servicersuch enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). Any determination permitting the resignation of the Servicer under clause (i) of this Section 8.5 shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No , and no such resignation shall become be effective until the Trustee or a Successor successor to the Servicer shall have has assumed the Servicer’s responsibilities and obligations of the Servicer in accordance with Section 10.02 hereofunder this Agreement. If the Trustee is unable within 120 days of the date a resignation of the determination that the Servicer may no longer act as Servicer under clause (ai) above the Trustee is unable of this Section 8.5 to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. Citicorp and that qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American ExpressMasterCard” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of the Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or such Requirements of Law (other than the charter and bylaws of the Servicer)or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary by any other entity the appointment of Citigroup Inc. and that which shall have satisfied the Rating Agency Condition and, in either case, qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Officer's Certificate and an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above and the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” credit Dealer FloorPlan s and “American Express” credit card accounts who has the ability to service the Receivables as the Successor Servicer hereunder. The Trustee shall give prompt written notice of such appointment to each Rating Agency and each Series Enhancer entitled hereto under the terms of the applicable supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (ax) upon the determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of Law (other than the charter and by-laws of the Servicer) and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law such Requirements of Law or (by) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trusteeas may be required, in form satisfactory to connection with the TrusteeServicer’s consolidation with, of or merger into any other corporation or the obligations and duties of the Servicer hereunder by any Servicer’s conveyance or transfer of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. properties and that qualifies assets substantially as an Eligible Servicerentirety to any Person in each case, in accordance with Section 8.2. Any determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.2. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above Servicer, and if the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer Enhancement Provider, if any, entitled thereto under the terms of the applicable Supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon the determination that (i) the performance of its duties hereunder is no longer permissible under applicable law Requirements of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder hereun- der permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, such Requirements of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that qualifies as an Eligible ServicerLaw. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof10.2. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above Servicer, and if the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established estab- lished institution having a net worth of not less than $100,000,000 50,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer Enhancement Provider, if any, entitled thereto under the terms of the applicable Supplement upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. Citicorp and that qualifies as an Eligible Servicer. Any determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 hereof. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “"VISA,” “" and "MasterCard” and “American Express” " credit card accounts as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (ai) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (bii) upon satisfaction of the assumptionfollowing conditions: (A) an Eligible Servicer shall have assumed, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory acceptable to the Transferor and the Trustee, the performance of the obligations every covenant and duties obligation of the Servicer hereunder by any of its Affiliates hereunder; (B) the Rating Agency Condition shall have been satisfied with respect to such resignation and appointment; (C) the resigning Servicer shall have delivered to the Trustee an Officer's Certificate stating that is a direct or indirect wholly owned subsidiary of Citigroup Inc. such resignation and such supplemental agreement comply with this Section 8.5 and that qualifies all conditions precedent herein provided for relating to such resignation and assumption have been complied with; and (D) the resigning Servicer shall have delivered or caused to be delivered to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel that such supplemental agreement constitutes a legal, binding and valid obligation of the assuming Servicer, enforceable against the assuming Servicer in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as an Eligible Servicersuch enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). Any determination permitting the resignation of the Servicer under clause (i) of this Section 8.5 shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No , and no such resignation shall become be effective until the Trustee or a Successor successor to the Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02 hereofunder this Agreement. If the Trustee is unable within 120 days of the date a resignation of the determination that the Servicer may no longer act as Servicer under clause (ai) above the Trustee is unable of this Section 8.5 to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (b) upon the assumption, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by any of its Affiliates that is a direct or indirect wholly owned subsidiary of Citigroup Inc. and that the ultimate parent of the Servicer or by any other entity the appointment of which shall have satisfied the Rating Agency Condition and, in either case, qualifies as an Eligible Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above of this Section by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall will become effective until the Trustee or a Successor Servicer shall have has assumed the Servicer’s responsibilities and obligations of the Servicer in accordance with Section 10.02 hereofunder this Agreement. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunderServicer. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything in this Agreement to the contrary, Household Finance Corporation may assign part or all of its obligations and duties as Servicer under this Agreement to (i) an Affiliate of Household Finance Corporation so long as Household Finance Corporation shall have fully guaranteed the performance of such obligations and duties under this Agreement, or (ii) to Saks Incorporated.”

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (a) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law law, or (b) upon the satisfaction of the following conditions, (i) the assumption, by an agreement supplemental hereto, executed by and delivered to the Trustee, in form satisfactory to the Trustee, of the obligations and duties of the Servicer hereunder by the proposed successor Servicer, (ii) the written confirmation by the Rating Agencies that the then current rating of any Series of Certificates then outstanding will not, solely as a result of such transfer, be reduced or withdrawn, (iii) the delivery to the Trustee of an Opinion of Counsel substantially to the effect that (A) such transfer will not adversely affect the treatment of any Series of Certificates then outstanding after such transfer as debt for federal and state income tax purposes, and (B) such transfer will not have any material adverse impact on the federal or state income taxation of the Trust or an Investor Certificateholder or any Certificate Owner, and (iv) the proposed successor Servicer has a net worth of not less than $50,000,000 and its Affiliates that is a direct or indirect wholly owned subsidiary regular business includes the servicing of Citigroup Inc. and that qualifies as an Eligible Servicerwholesale dealer accounts. Any determination pursuant to clause (a) of this Section permitting the resignation of the Servicer shall be evidenced as to clause (aa)(i) above of this Section by an Opinion of Counsel to such effect delivered to the Trustee. Notwithstanding anything in this Agreement or any Supplement to the contrary, any Successor Servicer appointed under clause (b) of this Section shall be deemed to be a Successor Servicer as defined hereunder. No such resignation shall become effective until the Trustee or its duly appointed agent (which may not be the outgoing Servicer) or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 10.2 hereof. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.

The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it as such except (ai) upon determination that (i) the performance of its duties hereunder is no longer permissible or will become impermissible under applicable law law, regulation or order and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law or (bii) upon satisfaction of the assumptionfollowing conditions: (A) an Eligible Servicer shall have assumed, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, performance of the obligations every covenant and duties obligation of the Servicer hereunder by any of its Affiliates hereunder; (B) the Rating Agency Condition shall have been satisfied with respect to such resignation and appointment; (C) the resigning Servicer shall have delivered to the Trustee an Officer's Certificate stating that is a direct or indirect wholly owned subsidiary of Citigroup Inc. such resignation and the related assumption agreement comply with this Section 8.5 and that qualifies all conditions precedent herein provided for relating to such resignation and assumption have been complied with; and (D) the resigning Servicer shall have delivered or caused to be delivered to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel that such assumption agreement constitutes a legal, binding and valid obligation of the successor Servicer, enforceable against the successor Servicer in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as an Eligible Servicersuch enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). Any determination permitting the resignation of the Servicer under clause (i) of this Section 8.5 shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No , and no such resignation shall become be effective until the Trustee or a Successor successor to the Servicer shall have has assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 10.02 hereofunder this Agreement. If the Trustee is unable within 120 days of the date of the such determination that the Servicer may no longer act as Servicer under clause (a) above the Trustee is unable to appoint a Successor ServicerServicer pursuant to Section 10.2(a), the Trustee or its duly appointed agent (which may not be the outgoing Servicer) shall serve as Successor Servicer. Notwithstanding the foregoing, Servicer hereunder but the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction shall have continued authority to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card accounts another Person as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer.