Common use of Backup Servicing Compensation Clause in Contracts

Backup Servicing Compensation. The monthly backup servicing fee (the “Monthly Backup Servicing Fee”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes are outstanding and (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereof, in an amount equal to one-twelfth of the result of (a) the Base Backup Servicing Fee multiplied by (b) the Series Allocation Percentage for the Collateral Certificate with respect to such Due Period. A portion of the Monthly Backup Servicing Fee shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Backup Servicing Fee”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Backup Servicing Fee shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2004-1 Certificateholder be liable for the share of the Monthly Backup Servicing Fee to be paid by the Seller. The monthly Backup Servicing Expenses (the “Monthly Backup Servicing Expenses”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes are outstanding and (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereof, in an amount equal to the result of (a) the Backup Servicing Expenses multiplied by (b) the Series Allocation Percentage for the Collateral Certificate with respect to such Due Period. A portion of the Monthly Backup Servicing Expenses shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Servicing Expenses”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Backup Servicing Expenses shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2004-1 Certificateholder be liable for the share of the Monthly Backup Servicing Expenses to be paid by the Seller.

Backup Servicing Compensation. The monthly backup servicing fee (the “Monthly Backup Servicing Fee”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes Series 2000-VFC Certificates are outstanding and (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereof, in an amount equal to one-twelfth of the result of (a) the Base Backup Servicing Fee multiplied by (b) the Series 2000-VFC Allocation Percentage for the Collateral Certificate with respect to such Due Period. A The Investor Backup Servicing Fee portion of the Monthly Backup Servicing Fee shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Backup Servicing Fee”), and such portion shall be paid in accordance with such Indenture Supplement and Section 4.04(a)(i) but only to the extent of funds available for such payment pursuant to such Indenture SupplementSection 4.04(a)(i). The remainder of the Monthly Backup Servicing Fee shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 20042000-1 Certificateholder VFC Certificateholders be liable for the share of the Monthly Backup Servicing Fee to be paid by the Seller. The monthly Backup Servicing Expenses (the “Monthly Backup Servicing Expenses”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes Series 2000-VFC Certificates are outstanding and (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereof, in an amount equal to the result of (a) the Backup Servicing Expenses multiplied by (b) the Series 2000-VFC Allocation Percentage for the Collateral Certificate with respect to such Due Period. A The Investor Backup Servicing Expenses portion of the Monthly Backup Servicing Expenses shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Servicing Expenses”), and such portion shall be paid in accordance with such Indenture Supplement and Section 4.04(a)(viiC) but only to the extent of funds available for such payment pursuant to such Indenture SupplementSection 4.04(a)(viiC). The remainder of the Monthly Backup Servicing Expenses shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 20042000-1 Certificateholder VFC Certificateholders be liable for the share of the Monthly Backup Servicing Expenses to be paid by the Seller. 3. Amendment to Section 4.02(b). Section 4.02(b) is hereby amended by adding subsection (v) thereto in the proper numerical order to read as follows:

Backup Servicing Compensation. The monthly backup servicing fee (the “Monthly Backup Servicing Fee”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes are outstanding and outstanding, (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereofthereof and (iv) the first Distribution Date following the 1995 Trust Termination Date, in an amount equal to one-twelfth of the result of (a) the Base Backup Servicing Fee multiplied by (b) the Series Allocation Percentage for the Collateral Certificate with respect to such Due Period. A portion of the Monthly Backup Servicing Fee shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Backup Servicing Fee”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Backup Servicing Fee shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee, the Series 2011-1 Certificateholder, the Issuing Entity, the Indenture Trustee or the Series 2004-1 Certificateholder Owner Trustee be liable for the share of the Monthly Backup Servicing Fee to be paid by the Seller. The monthly Backup Servicing Expenses (the “Monthly Backup Servicing Expenses”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes are outstanding and outstanding, (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereofthereof and (iv) the first Distribution Date following the 1995 Trust Termination Date, in an amount equal to the result of (a) the amount of such Backup Servicing Expenses multiplied by (b) the Series Allocation Percentage for the Collateral Certificate with respect to such Due Period. A portion of the Monthly Backup Servicing Expenses shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Servicing Expenses”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Backup Servicing Expenses shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee, the Series 2011-1 Certificateholder, the Issuing Entity, the Indenture Trustee or the Series 2004-1 Certificateholder Owner Trustee be liable for the share of the Monthly Backup Servicing Expenses to be paid by the Seller.

Backup Servicing Compensation. The monthly backup (a) As full compensation for its Backup servicing fee (activities hereunder and reimbursement for its expenses, the “Monthly Backup Servicer is entitled to receive the Backup Servicing Fee”Fee and Backup Servicing Expenses on each Payment Date (beginning with the December 2009 Payment Date) shall be on or before the termination date of this Agreement pursuant to Section 4.02, payable in arrears. The Backup Servicing Fee and Backup Servicing Expenses are payable to the Backup Servicer solely to the extent amounts are available for payment in accordance with the terms of the Supplements and the Indenture Supplements. (b) The Servicer will also pay, or cause to be paid, the following amounts to the Backup Servicer, in arrears, : (i) on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest date of (i) this Agreement, a one-time acceptance fee of $10,000 for undertaking the first Distribution Date following obligations of the Series Termination Date, Backup Servicer hereunder; (ii) on or prior to the first Distribution Date on which no closing date of any new series of Investor Certificates under the Pooling and Servicing Agreement or new series of Notes are outstanding and under the Indenture, an acceptance fee of $5,000; and (iii) within 30 days of receipt of a detailed billing statement, the date on which reasonable fees and expenses, including travel expenses, incurred by the Back-up Servicer in connection with the annual on-site visits pursuant to Section 2.01(d), subject to an annual cap of $10,000. (c) The parties acknowledge that, if the Backup Servicer is appointed as the Successor Servicer under the Pooling and Servicing Agreement terminates Agreement, the Backup Servicer will be entitled to be reimbursed for Transition Costs. Such Transition Costs will be paid to the Backup Servicer by the Master Trust Trustee solely from the funds on deposit in the Servicer Transition Fee Account and any Transition Costs in excess of such amount will be paid to the Backup Servicer by the Servicer in accordance with the provisions thereof, in an amount equal to one-twelfth of the result Section 4.06 of (a) the Base Backup Servicing Fee multiplied by (b) the Series Allocation Percentage for the Collateral Certificate with respect to such Due Period. A portion of the Monthly Backup Servicing Fee shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Backup Servicing Fee”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Backup Servicing Fee shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or the Series 2004-1 Certificateholder Supplement to the Pooling and Servicing Agreement. Reimbursement of any Transition Costs shall be liable for the share made within 30 days of the Monthly Backup Servicing Fee delivery to be paid by the Seller. The monthly Backup Servicing Expenses (the “Monthly Backup Servicing Expenses”) shall be payable to the Backup Servicer, in arrears, on each Distribution Date in respect of a Due Period (or portion thereof) occurring prior to the earliest of (i) the first Distribution Date following the Series Termination Date, (ii) the first Distribution Date on which no Notes are outstanding and (iii) the date on which the Backup Servicing Agreement terminates in accordance with the provisions thereof, in an amount equal to the result of (a) the Backup Servicing Expenses multiplied by (b) the Series Allocation Percentage for the Collateral Certificate with respect to such Due Period. A portion of the Monthly Backup Servicing Expenses shall be allocated to each series of Notes in accordance with the related Indenture Supplement (the “Investor Servicing Expenses”), and such portion shall be paid in accordance with such Indenture Supplement and only to the extent of funds available for such payment pursuant to such Indenture Supplement. The remainder of the Monthly Backup Servicing Expenses shall be paid by the Seller and in no event shall the Master Trust, the Master Trust Trustee or and the Series 2004-1 Certificateholder Servicer of a detailed billing statement setting forth such Transition Costs. In no event will the Master Trust Trustee be liable personally responsible for the share payment of any Transition Costs. Except as otherwise set forth in this Section 2.02, the Monthly Backup Servicing Expenses Servicer will be required to be paid pay all expenses incurred by the Sellerit in connection with its backup servicing activities hereunder.