Common use of Interest Fees Clause in Contracts

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Date pursuant to subsection 3C.6(a). (b) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization Period, a program fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Program Fee") in an amount equal to the product of the Program Fee Rate ----------- and the average daily Series 1998-1 Invested Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period. The Program Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization Period, an administrative fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Fee Rate and the average daily Maximum Invested Amount during such Accrual Period. The Administrative Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (e) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-day year with respect to Program Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee by the Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates Series 2004-1 Notes on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(a)Section 3.3. Unless otherwise provided for herein or otherwise specified in writing by CRCF, any Class A-1 Increase Amount shall be allocated to an Alternate Base Rate Tranche and shall be reallocated to a Class A-1 Eurodollar Tranche on the first Distribution Date following the applicable Class A-1 Increase Date. Unless otherwise provided for herein or otherwise specified in writing by CRCF, the proceeds of the Class A-2 Notes shall be allocated to a Class A-2 Eurodollar Tranche. (b) The Trustee (acting at On not less than three Business Days notice, the written direction Administrator may, on CRCF’s behalf, convert any Eurodollar Tranche into any Alternate Base Rate Tranche on the last day of the Servicer upon which Eurodollar Period for such Eurodollar Tranche. On not less than three Business Days notice, the Trustee may conclusively relyAdministrator may, on CRCF’s behalf, convert on any Business Day any Alternative Base Rate Tranche to a Eurodollar Tranche. (c) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administra-tive Agent, for the account of each Class A-1 Purchaser, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization PeriodDate, a program commitment fee with respect to each Accrual the Series 2004-1 Interest Period or portion thereof ending on each the day preceding such Distribution Date (the "Program “Commitment Fee"”) in an amount equal during the period from the Effective Date to and including the product of Class A-1 Increase Expiry Date at the Program Commitment Fee Rate ----------- and of the average daily Class A-1 Maximum Purchaser Invested Amount with respect to such Class A-1 Purchaser during such Series 19982004-1 Interest Period less the sum of the aver-age daily Class A-1 Purchaser Invested Amount (calculated without regard with respect to clauses (iv) and (v) of the definition thereof) during such Accrual PeriodClass A-1 Purchaser. The Program Fee Commitment Fees shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization Period, an administrative fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Fee Rate and the average daily Maximum Invested Amount during such Accrual Period. The Administrative Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (e) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-day year with respect to Program Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations 360- (or 365-/366- in the case of interest at the on an Alternate Base Rate, interest ratesRate Tranche) day year. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate Commitment Fees shall be made on the basis of a year of 365 or 366 days (as the case may be)360-day year. Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee LIBO Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (fe) The Company In no event shall pay or cause the interest charged with respect to be paid a Series 2004-1 Note exceed the maximum amount permitted by Applicable Law. If at any time the interest rate charged with respect to the Structuring AgentSeries 2004-1 Notes exceeds the maximum rate permitted by Applicable Law, on or prior the rate of interest to accrue pursuant to this Supplement and such Series 2004-1 Note shall be limited to the Issuance Datemaximum rate permitted by Applicable Law, a structuring fee (but any subsequent reductions in LIBO Rate shall not reduce the "Structuring ----------- Fee") in connection with interest to accrue on such Series 19982004-1, in 1 Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Series 2004-1 Note equals the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available interest that would have accrued if a varying rate per annum equal to the Company ("Available Funds") which --------------- are not otherwise needed interest rate had at all times been in effect. If the total amount of interest paid or accrued on the Series 2004-1 Note under the foregoing provisions is less than the total amount of interest that would have accrued if the interest rate had at all times been in effect, CRCF agrees to be applied pay to the payment Series 2004-1 Noteholders an amount equal to the difference between (a) the lesser of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Companyamount of interest that would have accrued if the maximum rate permitted by Applicable Law had at all times been in effect, or (ii) which are limited the amount of interest that would have accrued if the Adjusted LIBO Rate had at all times been in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Fundseffect, and shall not constitute a claim against (b) the Company to amount of interest accrued in accordance with the extent that insufficient Available Funds exist to make such paymentsother provisions of this Supplement.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(a3A.6(a). (b) The Trustee (acting at Servicer shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the written direction Series 2000-2 Collection Sub-account, to the Administrator, for the account of the Servicer upon which the Trustee may conclusively rely) shall pay to the AgentCommitted Purchaser, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization PeriodDate, a program commitment fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date date (the "Program FeeCOMMITMENT FEE") in an amount equal to at the product of the Program Commitment Fee Rate ----------- and of the average daily excess of 102% of the Purchase Limit OVER the average Series 19982000-1 2 Purchaser Invested Amount (calculated without regard to clauses (iv) and (v) during such Accrual Period for the actual number of the definition thereof) during days in such Accrual Period. The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Facility Termination Date. To the extent that funds on deposit in the Series 19982000-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal 2 Collection Sub-subaccount account at any such date are insufficient to pay the Program Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent Administrator the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at Servicer shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the written direction Series 2000-2 Collection Sub-account, to the Administrator, for the account of the Servicer upon which the Trustee may conclusively rely) shall pay to the AgentCommitted Purchaser, on each Distribution Date to occur during Date, a utilization fee (the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization Period, an administrative fee "UTILIZATION FEE") with respect to each Accrual Period or portion thereof ending on each such Distribution Date (date at the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Utilization Fee Rate and of the average daily Maximum Series 2000-2 Purchaser Invested Amount during such period for the actual number of days in such Accrual Period. The Administrative Utilization Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Facility Termination Date. To the extent that funds on deposit in the Series 19982000-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal 2 Collection Sub-subaccount account at any such date are insufficient to pay the Administrative Utilization Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent Administrator the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (e) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Base Rate) day year with respect to Program Commitment Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Utilization Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee Euro-Rate by the Agent Administrator shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(a3A.6(a). (b) The Trustee (acting at Servicer shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the written direction Series 2004-1 Collection Sub-account, to the Administrator, for the account of the Servicer upon which the Trustee may conclusively rely) shall pay to the AgentCommitted Purchaser, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization PeriodDate, a program commitment fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date date (the "Program FeeCOMMITMENT FEE") in an amount equal to at the product of the Program Commitment Fee Rate ----------- and of the average daily excess of 102% of the Purchase Limit OVER the average Series 19982004-1 Purchaser Invested Amount (calculated without regard to clauses (iv) and (v) during such Accrual Period for the actual number of the definition thereof) during days in such Accrual Period. The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Facility Termination Date. To the extent that funds on deposit in the Series 19982004-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount account at any such date are insufficient to pay the Program Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent Administrator the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at Servicer shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the written direction Series 2004-1 Collection Sub-account, to the Administrator, for the account of the Servicer upon which the Trustee may conclusively rely) shall pay to the AgentCommitted Purchaser, on each Distribution Date to occur during Date, a utilization fee (the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization Period, an administrative fee "UTILIZATION FEE") with respect to each Accrual Period or portion thereof ending on each such Distribution Date (date at the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Utilization Fee Rate and of the average daily Maximum Series 2004-1 Purchaser Invested Amount during such period for the actual number of days in such Accrual Period. The Administrative Utilization Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Facility Termination Date. To the extent that funds on deposit in the Series 19982004-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount account at any such date are insufficient to pay the Administrative Utilization Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent Administrator the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (e) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Base Rate) day year with respect to Program Commitment Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Utilization Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee Euro-Rate by the Agent Administrator shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(a3A.6(a). (b) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to the Agentsubsection 3A.6(b), from amounts on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of deposit in the Series 1998-1 Amortization PeriodNon-Principal Collection Sub-subaccount, to the Funding Agent, for the pro rata account of the APA Banks in accordance with their respective Commitment Percentages, on each Distribution Date, a program commitment fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date date (the "Program Commitment Fee") in an amount equal to (i) during the product Series 1998-1 Revolving Period at the Commitment Fee Rate of the Program average daily excess of the Aggregate Commitment Amount over the average aggregate Series 1998-1 Purchaser Invested Amounts of the APA Banks during such Accrual Period and (ii) during the Series 1998-1 Amortization Period at the Commitment Fee Rate ----------- and of the average daily Series 1998-1 Invested Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period; provided however, that no Commitment Fee will be payable hereunder for any Accrual Period or portion thereof during the Series 1998-1 Amortization Period that commences on or after the APA Bank Purchase Date. The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Commitment Termination Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 1998-1 Non-Principal Collection Sub-subaccount, to the Funding Agent, for the account of the Initial Purchaser, on each Distribution Date prior to occur during the APA Bank Purchase Date and on the Distribution Date immediately succeeding the APA Bank Purchase Date, a facility fee (the "Facility Fee") with respect to each Accrual Period ending on such date (or, in the case of the Distribution Date immediately succeeding the APA Bank Purchase Date, the period commencing on the Issuance Date and ending on from and including the first immediately preceding Distribution Date to occur after but excluding the termination APA Bank Purchase Date) (i) during the Series 1998-1 Revolving Period, at the Facility Fee Rate of the average daily Aggregate Commitment Amount during such period and (ii) during the Series 1998-1 Amortization Period, an administrative fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (at the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Facility Fee Rate and of the average daily Maximum Series 1998-1 Invested Amount during such Accrual Periodperiod. The Administrative Facility Fee shall be payable (i) monthly in arrears on each Distribution Date prior to the APA Bank Purchase Date and (ii) on the Distribution Date immediately succeeding the APA Bank Purchase Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. (ed) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the ABR) day year with respect to Program Fees, Administrative Commitment Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee Rate by the Funding Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) and Expenses --------------------------- 8.1 Interest on the outstanding balances of the Revolving Base Rate Loans shall be payable monthly on the -------------- VFC Certificates first Business Day of each month and shall accrue at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin on the average of the net balances owing by the Companies to the Agent and the Lenders in the Companies' Revolving Loan Account at the close of each Funding Period Settlement Date pursuant day during the immediately preceding month. With respect to subsection 3C.6(a)Revolving LIBOR Loans, interest shall be payable monthly on the first Business Day of each month and shall accrue at a rate per annum equal to the applicable LIBOR plus the Applicable Margin on the average balances of all LIBOR Loans outstanding during the immediately preceding month. In the event of any change in the Alternate Base Rate, the rate set forth in the first sentence of this Section 8.1 shall change, as of the first of the month following ----------- any such change, so as to remain by a percentage equal to the Applicable Margin above the Alternate Base Rate then in effect. All interest rates shall be calculated based on a 360-day year. The Agent, on behalf of the Lenders, shall be entitled to charge the Companies' Revolving Loan Account for all interest provided for herein when due until all Obligations have been paid in full. (b) The Trustee (acting at the written direction 8.2 Interest on any portion of the Servicer upon principal amount of the Term Loan for which the Trustee Companies have not elected to use LIBOR as the basis for the interest rate (i.e., a Term Base Rate Loan) shall be payable --- monthly on the first Business Day of each month and shall accrue at a rate per annum equal to the sum of the Alternate Base Rate plus the ---- Applicable Margin. Interest on any portion of the principal amount of the Term Loan for which the Companies have elected to use LIBOR as the basis for the interest rate (i.e., a Term LIBOR Loan) shall be payable --- monthly on the first Business Day of each month and shall accrue at a rate per annum equal to the sum of the applicable LIBOR plus the ---- Applicable Margin. In the event of any change in the Alternate Base Rate, the rate set forth in the first sentence of this Section 8.2 shall ----------- change, as of the first of the month following any such change, so as to remain by a percentage equal to the Applicable Margin above the Alternate Base Rate then in effect. All interest rates shall be calculated based on a 360-day year. The Agent, on behalf of the Lenders, shall be entitled to charge the Companies' Revolving Loan Account for all interest provided for herein when due until all Obligations have been paid in full. 8.3 The Companies may conclusively relyelect to use LIBOR as to any outstanding Revolving Loans and any portion of the principal amount of the Term Loan provided that there then exists no Default or Event of Default and the Representative has so advised the Agent of its election to use LIBOR and the LIBOR Period selected no later than three (3) Business Days preceding the first day of a LIBOR Period. The election and LIBOR shall be effective, provided there then exists no Default or Event of Default, on the fourth Business Day following said notice. The LIBOR elections must be for One Million Dollars ($1,000,000) or whole multiples thereof and there shall be no more than seven (7) LIBOR Loans outstanding at one time. If no such election is timely made or can be made, or if the LIBOR rate can not be determined, then the Agent shall use the Alternate Base Rate plus the Applicable Margin for Revolving Base Rate Loans or Term Base Rate Loans, as applicable, to compute interest. Upon demand by the Lenders, each Company shall pay to the Agent, for the benefit of the Lenders, such amount or amounts as shall compensate the Lenders for any loss, costs or expenses incurred by the Lenders (as reasonably determined by the Lenders) as a result of (a) any payment or prepayment on a date other than the last day of a LIBOR Period for such LIBOR Loan, or (b) any failure of any Company to borrow a LIBOR Loan on the date for such borrowing specified in the relevant notice; such compensation to include, without limitation, an amount equal to any loss or expense suffered by each Distribution Date to occur Lender during the period commencing from the date of receipt of such payment or prepayment or the date of such failure to borrow to the last day of such LIBOR Period if the rate of interest obtained by such Lender upon the reemployment of an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest applicable to such LIBOR Loan for such LIBOR Period. The determination by the Lenders of the amount of any such loss or expense, when set forth in a written notice to the Representative from the Agent, containing the Lenders' calculations thereof in reasonable detail, shall be conclusive on the Issuance Date Companies, in the absence of manifest error. Calculation of all amounts payable to the Lenders under this paragraph with regard to LIBOR Loans shall be made as though each Lender had actually funded the LIBOR Loans through the purchase of deposits in the relevant market and ending on and including currency, as the first Distribution Date case may be, bearing interest at the rate applicable to occur after the termination of the Series 1998-1 Amortization Period, a program fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Program Fee") LIBOR Loans in an amount equal to the product amount of the Program Fee Rate ----------- LIBOR Loans and having a maturity comparable to the relevant interest period, provided that the Lenders may fund each of the LIBOR Loans in any manner the Lenders see fit and the average daily Series 1998-1 Invested Amount (calculated without regard foregoing assumption shall be used only for calculation of amounts payable under this Section 8.3. In addition, notwithstanding anything to clauses (iv) the contrary ----------- contained herein, the Agent shall apply all proceeds of Collateral, including the Accounts, and (v) all other amounts received by it from or on behalf of the definition thereof) Companies initially to the loans accruing interest at the Alternate Base Rate and then to LIBOR Loans, provided that upon the occurrence and during the continuance of an Event of Default, or in the event the aggregate amount of outstanding LIBOR Loans exceeds Availability or the applicable maximum levels set forth therefor, the Agent may apply all such Accrual Periodamounts received by it to the payment of Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. The Program Fee In the event that any such amounts are applied to Revolving Loans which are LIBOR Loans, such application shall be payable monthly in arrears on each Distribution Date. To treated as a prepayment of such loans and the extent that funds on deposit Lenders shall be entitled to indemnification hereunder. (a) Notwithstanding any other provision of this Financing Agreement to the contrary, if any law, regulation, treaty or directive, or any change therein or in the Series 1998-1 Accrued Interest Sub- subaccount and interpretation or application thereof, shall make it unlawful for the Series 1998-1 Non-Principal Collection Sub-subaccount Agent or any Lender to make or maintain LIBOR Loans as contemplated herein, the then outstanding LIBOR Loans so affected, if any, shall be converted automatically to loans accruing interest at any the Alternate Base Rate, plus the Applicable Margin for Revolving Base Rate Loans or Term Base Rate Loans, as applicable, at the end of the applicable LIBOR Period or within such date are insufficient earlier period as required by law. Each Company hereby agrees to pay the Program Fee due Agent, for the benefit of the Lenders, on demand, any additional amounts necessary to compensate the Agent or any Lender for any costs incurred by the Agent or any Lender in making any conversion in accordance with Section 8.3. ----------- (b) Notwithstanding any other provision of this Financing Agreement to the contrary, in the event that, by reason of any Regulatory Change (for purposes hereof "Regulatory Change" shall mean, with respect to the Agent or any Lender, any change after the date of this Agreement in United States federal, state or foreign law or regulations or the adoption or making after such datedate of any interpretation, directive or request applying to a class of banks including the Agent or any Lender of or under any United States federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful)), the Servicer shall so notify Agent or any Lender either (i) incurs any material additional costs based on or measured by the Company and the Company shall immediately pay the Agent excess above a specified level of the amount of a category of deposits or other liabilities of such bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Financing Agreement or a category of extensions of credit or other assets of the Agent or any Lender which includes LIBOR Loans or (ii) becomes subject to any material restrictions on the amount of such deficiency. Notwithstanding a category of liabilities or assets which it may hold, then, if the foregoingAgent or the Required Lenders so elect by notice to the Representative, the Program Fee obligation of the Agent and the Lenders to make or continue LIBOR Loans hereunder shall be applicable only suspended until such Regulatory Change ceases to be in the event that the Purchaser is the Conduit Purchasereffect. (c) The Trustee (acting at the written direction 8.5 In consideration of the Servicer upon which Letter of Credit Guaranty, the Trustee may conclusively rely) Company shall pay to the Agent, on each Distribution Date for the benefit of the Lenders, a Letter of Credit Guaranty Fee equal to occur during the period commencing two and one-quarter percent (2.25%) per annum on the Issuance Date and ending on and including undrawn face amount of each Letter of Credit. For each documentary Letter of Credit, the first Distribution Date to occur after the termination entire Letter of the Series 1998-1 Amortization Period, an administrative fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Fee Rate and the average daily Maximum Invested Amount during such Accrual Period. The Administrative Credit Guaranty Fee shall be payable on the date of issuance, and for each standby Letter of Credit, the Letter of Credit Guaranty fee shall be payable monthly on the first day of each month. 8.6 Any charges, fees, commissions, costs and expenses charged to the Agent for any Company's account by any Issuing Bank in arrears on each Distribution Date. To connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the extent that funds on deposit Companies' Revolving Loan Account in full when charged to or paid by the Series 1998-1 Accrued Interest Sub-subaccount Agent, and when made by any such Issuing Bank shall be conclusive and binding upon the Agent and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such dateLenders. 8.7 On demand, the Servicer Companies shall so notify the Company and the Company shall immediately reimburse or pay the Agent for all Out-of-Pocket Expenses and the amount of any such deficiencyDocumentation Fee. (d) The Trustee (acting at 8.8 Commencing on the written direction first day of the Servicer upon month following the month in which the Trustee may conclusively rely) Closing Date occurs, and on the first day of each month thereafter, each Company shall pay to the Agent, for the benefit of the Lenders, the Line of Credit Fee. 8.9 On the date hereof and on each Distribution Date July 1, 2000, the Companies shall pay to occur the Agent, for its own account, the Collateral Management Fee, which shall be fully earned and not refundable or rebateable when due. 8.10 After the occurrence and during the period commencing on continuance of an Event of Default, each Company shall pay the Issuance Date Agent's standard charges for, and ending on the reasonable fees and including expenses of, the first Distribution Date to occur after Agent's personnel used by Agent for reviewing the date books and records of termination each Company and for verifying, testing protecting, safeguarding, preserving or disposing of all or any part of the commitments Collateral, which fees and expenses shall be in addition to the Collateral Management Fee. 8.11 Each Company hereby authorizes the Agent to charge the Companies' Revolving Loan Account with the amount of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers payments due under the terms of the Certificate Purchase Agreement (this Section 8 as such termination date payments become due. Any amount charged to the Companies' Revolving Loan Account shall be deemed a Revolving Loan hereunder and shall incur interest at the rate provided in Section 8.1 ----------- of this Financing Agreement. Each Company confirms that any charge which the Agent may make to the Companies' Revolving Loan Account as herein provided will be extended from time made as an accommodation to time)each Company and solely at the Agent's discretion. 8.12 If the Term Loan is not prepaid in full before March 1, 2000, the Companies shall pay to the Agent, for the pro rata benefit of the Alternate PurchasersLenders, a --- ---- facility fee with respect on March 1, 2000 in the amount of Two Hundred Fifty Thousand Dollars ($250,000). If the Term Loan is not prepaid in full before June 1, 2000, the Companies shall pay to each Accrual Period the Agent, for the benefit of the Lenders, an additional fee on June 1, 2000, in the amount of Five Hundred Thousand Dollars ($500,000). If the Term Loan is not prepaid in full prior to any September 1, December 1, March 1, or portion thereof ending June 1, commencing September 1, 2000, on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer Companies shall so notify pay to Agent, for the Company and benefit of the Company shall immediately pay the Agent Lenders, additional fees in the amount of any such deficiencyTwo Hundred Fifty Thousand Dollars ($250,000) each. 8.13 The Companies agree that, subsequent to the Closing Date, Agent will conduct comprehensive appraisals of the fixed assets of the Companies (ein addition to the appraisals referred to in Section 2.1(u) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-day year with respect to Program Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest -------------- above) at the Base Rate, interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination expense of the Adjusted Eurodollar RateCompanies, Funding Period Ratepayable on demand of Agent; provided, Program Fee, Administrative Fee, and Facility Fee by that the Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid cost thereof to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and Companies shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such paymentsexceed Sixty- Seven Thousand Five Hundred Dollars ($67,500).

Interest Fees. (a) Each Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due and payable, at a rate per annum equal to twelve percent (12%). Interest shall accrue during the term of each such Loan and shall be compounded annually on each anniversary of the making of such Loan, and shall accrue interest hereunder on principal until paid. Accrued interest on Loans shall be payable upon the earlier of (i) the Maturity Date of such Loan and (ii) such other date that such Loan's principal is prepaid (on the -------------- VFC Certificates amount so repaid or prepaid). Any overdue principal of or interest on any Loan shall bear interest, payable on demand, for each Funding Period Settlement Date pursuant day until paid in full at a rate per annum equal to subsection 3C.6(a)fourteen percent (14%) per annum. (b) The Trustee (acting at On the written direction of Closing Date, the Servicer upon which the Trustee may conclusively rely) Borrower shall pay to the Agent, on each Distribution Date to occur during Administrative Agent for the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination account of the Series 1998-1 Amortization PeriodLenders (for distribution to each Lender ratably in proportion to its Commitment) a commitment fee of two hundred fifty thousand Dollars ($250,000) and a closing fee of two hundred fifty thousand Dollars ($250,000). On the Closing Date, as additional compensation for the Commitments made by the Lenders hereunder, Motient shall issue to each Lender, a program fee with respect warrant to purchase shares of common stock of Motient ("Motient Common Stock") substantially in the form of Exhibit B hereto. The exercise price for such warrants shall be one Dollar and six cents ($1.06). The aggregate number of shares of Motient Common Stock underlying such warrants shall be three million one hundred and twenty five thousand (3,125,000) and the number of shares of Motient Common Stock underlying each Lender's warrant shall be determined ratably in proportion to each Accrual Period or portion thereof ending on each such Distribution Date (the "Program Fee") in an amount equal to the product of the Program Fee Rate ----------- and the average daily Series 1998-1 Invested Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period. The Program Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit PurchaserLender's Commitments. (c) The Trustee (acting at On the written direction of Termination Date, the Servicer upon which the Trustee may conclusively rely) Borrower shall pay to the AgentAdministrative Agent for the account of the Lenders (for distribution to each Lender ratably in proportion to its Commitment), on each Distribution Date a commitment fee equal to occur a per annum rate of .0125 (for the actual number of days elapsed) multiplied by the average daily undrawn amount of aggregate Commitments of the Lenders during the period commencing on from the Issuance Date and ending on and including the first Distribution Closing Date to occur after the termination of the Series 1998-1 Amortization Period, an administrative fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Fee Rate and the average daily Maximum Invested Amount during such Accrual Period. The Administrative Fee shall be payable monthly in arrears on each Distribution Termination Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall Borrower agrees to pay to the Administrative Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time)for its own account, for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") fees in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency$15,000 per annum, payable in advance on the Closing Date and on each anniversary thereof. (e) Unless otherwise specified, rates and All fees under this Supplement, including those set forth in the Fee Letter, payable hereunder shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made paid on the basis of a 360-day year with respect to Program Feesdates due, Administrative Feesin immediately available funds, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee by the Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring AgentAdministrative Agent for distribution, on or prior as applicable, to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and Lenders. Fees paid shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such paymentsbe refundable under any circumstances.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(aSection 3A.6(a). (b) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to the AgentSection 3A.6(b), from amounts on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of deposit in the Series 1998-1 Amortization PeriodNon-Principal Collection Sub-subaccount, to the Funding Agent, for the PRO RATA account of the APA Banks in accordance with their respective Pro Rata Shares, on each Distribution Date, a program commitment fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date date (the "Program FeeCOMMITMENT FEE") in an amount equal to (i) during the product Series 1998-1 Revolving Period at the Commitment Fee Rate of the Program average daily excess of the Aggregate Commitment Amount OVER the average aggregate Series 1998-1 Purchaser Invested Amounts of the APA Banks during such Accrual Period and (ii) during the Series 1998-1 Amortization Period at the Commitment Fee Rate ----------- and of the average daily Series 1998-1 Invested Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period. The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Commitment Termination Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to Section 3A.6(b), from amounts on deposit in the Series 1998-1 Non-Principal Collection Sub-subaccount, to the Funding Agent, for the account of the Initial Purchaser, on each Distribution Date with respect to occur during which the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination Initial Purchaser held a portion of the Series 1998-1 Amortization PeriodInvested Amount during the Accrual Period ending on such date, an administrative a utilization fee (the "UTILIZATION FEE") with respect to each such Accrual Period or portion thereof ending on each such Distribution Date (at the "Administrative Fee") in an amount equal to the product ------------------ Utilization Fee Rate of the Administrative Fee Rate and the average daily Maximum Series 1998-1 Invested Amount during such Accrual Periodperiod. The Administrative Utilization Fee shall be payable monthly in arrears on each Distribution 36 Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Utilization Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. (ed) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate) day year with respect to Program Commitment Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Utilization Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee LIBO Rate by the Funding Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(aSection 3A.6(a). (b) The Trustee (acting at Servicer shall distribute pursuant to Section 3A.6(b), from amounts on deposit in the written direction Series 2003-1 Collection Subaccount, to the Funding Agent, for the PRO RATA account of the Servicer upon which the Trustee may conclusively rely) shall pay to the AgentAPA Banks in accordance with their respective Pro Rata Shares, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization PeriodDate, a program commitment fee with respect to each the Accrual Period or portion thereof ending on each immediately prior to such Distribution Date date (the "Program FeeCOMMITMENT FEE") in an amount equal to the product of the Program Commitment Fee Rate ----------- and multiplied by the average daily Series 1998-1 Invested Aggregate Commitment Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period. The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date (including during the Series 2003-1 Amortization Period) and (ii) on the Commitment Termination Date. To the extent that funds on deposit in the Series 2003-1 Collection Subaccount at any such date are insufficient to pay the Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. (c) The Servicer shall distribute pursuant to SECTION 3A.6(b), from amounts on deposit in the Series 2003-1 Collection Subaccount, to the Funding Agent, for the account of Initial Purchaser, on each Distribution Date with respect to which Initial Purchaser held a portion of the Series 2003-1 Invested Amount during the Accrual Period ending immediately prior to such date, a utilization fee (the "UTILIZATION FEE") with respect to such Accrual Period at the Utilization Fee Rate of the average Series 2003-1 Invested Amount during such period. The Utilization Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 19982003-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount Subaccount at any such date are insufficient to pay the Program Utilization Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization Period, an administrative fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Administrative Fee") in an amount equal to the product ------------------ of the Administrative Fee Rate and the average daily Maximum Invested Amount during such Accrual Period. The Administrative Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (e) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate) day year with respect to Program Commitment Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Utilization Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee LIBO Rate by the Funding Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(a3A.6(a). (b) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to the Agentsubsection 3A.6(b), from amounts on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of deposit in the Series 1998-1 Amortization PeriodNon-Principal Collection Sub-subaccount, to the Funding Agent, for the PRO RATA account of the APA Banks in accordance with their respective Commitment Percentages, on each Distribution Date, a program commitment fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date date (the "Program FeeCOMMITMENT FEE") in an amount equal to (i) during the product Series 1998-1 Revolving Period at the Commitment Fee Rate of the Program average daily excess of the Aggregate Commitment Amount OVER the average aggregate Series 1998-1 Purchaser Invested Amounts of the APA Banks during such Accrual Period and (ii) during the Series 1998-1 Amortization Period at the Commitment Fee Rate ----------- and of the average daily Series 1998-1 Invested Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period; PROVIDED HOWEVER, that no Commitment Fee will be payable hereunder for any Accrual Period or portion thereof during the Series 1998-1 Amortization Period that commences on or after the APA Bank Purchase Date. The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Commitment Termination Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 1998-1 Non-Principal Collection Sub-subaccount, to the Funding Agent, for the account of the Initial Purchaser, on each Distribution Date prior to occur during the period commencing APA Bank Purchase Date and on the Issuance Date and ending on and including the first Distribution Date to occur after immediately succeeding the termination of APA Bank Purchase Date, a utilization fee (the Series 1998-1 Amortization Period, an administrative fee "UTILIZATION FEE") with respect to each Accrual Period or portion thereof ending on each such date (or, in the case of the Distribution Date (immediately succeeding the "Administrative Fee"APA Bank Purchase Date, the period from and including the immediately preceding Distribution Date to but excluding the APA Bank Purchase Date) in an amount equal to at the product ------------------ Utilization Fee Rate of the Administrative Fee Rate and the average daily Maximum Series 1998-1 Invested Amount during such Accrual Periodperiod. The Administrative Utilization Fee shall be payable (i) monthly in arrears on each Distribution Date prior to the APA Bank Purchase Date and (ii) on the Distribution Date immediately succeeding the APA Bank Purchase Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Utilization Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. (ed) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the Prime Rate) day year with respect to Program Commitment Fees, Administrative Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Utilization Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee LIBO Rate by the Funding Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.

Interest Fees. (a) Interest shall be payable on the -------------- VFC Certificates on each Funding Period Settlement Distribution Date pursuant to subsection 3C.6(a3A.6(a). (b) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 1998-2 Non-Principal Collection Sub-subaccount, to the Funding Agent, for the PRO RATA account of the APA Banks in accordance with their respective Commitment Percentages, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the termination of the Series 1998-1 Amortization PeriodDate, a program commitment fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date date (the "Program FeeCOMMITMENT FEE") in an amount equal to (i) during the product Series 1998-2 Revolving Period at the Commitment Fee Rate of the Program average daily excess of the Aggregate Commitment Amount OVER the average aggregate Series 1998-2 Purchaser Invested Amounts of the APA Banks during such Accrual Period and (ii) during the Series 1998-2 Amortization Period at the Commitment Fee Rate ----------- and of the average daily Series 1998-1 2 Invested Amount (calculated without regard to clauses (iv) and (v) of the definition thereof) during such Accrual Period; PROVIDED HOWEVER, that no Commitment Fee will be payable hereunder for any Accrual Period or portion thereof during the Series 1998-2 Amortization Period that commences on or after the APA Bank Purchase Date . The Program Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date and (ii) on the Commitment Termination Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub- subaccount and the Series 1998-1 2 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Program Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. Notwithstanding the foregoing, the Program Fee shall be applicable only in the event that the Purchaser is the Conduit Purchaser. (c) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 1998-2 Non-Principal Collection Sub-subaccount, to the Funding Agent, for the account of the Initial Purchaser, on each Distribution Date prior to occur during the period commencing APA Bank Purchase Date and on the Issuance Date and ending on and including the first Distribution Date to occur after immediately succeeding the termination of APA Bank Purchase Date, a facility fee (the Series 1998-1 Amortization Period, an administrative fee "FACILITY FEE") with respect to each Accrual Period or portion thereof ending on each such date (or, in the case of the Distribution Date immediately succeeding the APA Bank Purchase Date, the period from and including the immediately preceding Distribution Date to but excluding the APA Bank Purchase Date) (i) during the "Administrative Fee") in an amount equal to Series 1998-2 Revolving Period, at the product ------------------ of the Administrative Facility Fee Rate and of the average daily Maximum Aggregate Commitment Amount during such period and (ii) during the Series 1998-2 Amortization Period, at the Facility Fee Rate of the average daily Series 1998-2 Invested Amount during such Accrual Periodperiod. The Administrative Facility Fee shall be payable (i) monthly in arrears on each Distribution Date prior to the APA Bank Purchase Date and (ii) on the Distribution Date immediately succeeding the APA Bank Purchase Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 Non- Principal Collection Sub-subaccount at any such date are insufficient to pay the Administrative Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Agent the amount of any such deficiency. (d) The Trustee (acting at the written direction of the Servicer upon which the Trustee may conclusively rely) shall pay to the Agent, on each Distribution Date to occur during the period commencing on the Issuance Date and ending on and including the first Distribution Date to occur after the date of termination of the commitments of all of the Alternate Purchasers to advance funds to either of the Company or one or more Conduit Purchasers under the terms of the Certificate Purchase Agreement (as such termination date may be extended from time to time), for the pro rata benefit of the Alternate Purchasers, a --- ---- facility fee with respect to each Accrual Period or portion thereof ending on each such Distribution Date (the "Facility Fee") in an amount equal to the ------------ product of the Facility Fee Rate and the aggregate average daily amount which the Alternate Purchasers are required to advance under the terms of the Certificate Purchase Agreement during the period of their respective commitments thereunder (calculated without regard to whether or not the amounts of such commitments have been so advanced) during such Accrual Period. The Facility Fee shall be payable monthly in arrears on each Distribution Date. To the extent that funds on deposit in the Series 1998-1 Accrued Interest Sub-subaccount and the Series 1998-1 2 Non-Principal Collection Sub-subaccount at any such date are insufficient to pay the Facility Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Funding Agent the amount of any such deficiency. (ed) Unless otherwise specified, rates and fees under this Supplement, including those set forth in the Fee Letter, shall be calculated on a per annum basis. Calculations of per annum rates and fees under this Supplement shall be made on the basis of a 360-360- (or 365-/366-, in the case of interest on the Floating Tranche based on the ABR) day year with respect to Program Fees, Administrative Commitment Fees, Facility Fees, other fees, and, except with respect to calculations of interest at the Base Rate, Fees and interest rates. Calculations of per annum rates under this Supplement with respect to interest rates calculated at the Base Rate shall be made on the basis of a year of 365 or 366 days (as the case may be). Each determination of the Adjusted Eurodollar Rate, Funding Period Rate, Program Fee, Administrative Fee, and Facility Fee Rate by the Funding Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error. (f) The Company shall pay or cause to be paid to the Structuring Agent, on or prior to the Issuance Date, a structuring fee (the "Structuring ----------- Fee") in connection with Series 1998-1, in the amount set forth therefor in the --- Fee Letter. (g) In the case of any payments required to be made by the Company pursuant to subsections 2.7(b), (c) or (d) above, such payments shall be made solely from funds available to the Company ("Available Funds") which --------------- are not otherwise needed to be applied to the payment of any amounts pursuant to any Pooling and Servicing Agreements (other than any such amounts (i) payable to the Company, or (ii) which are limited in recourse to the Company to a similar extent as the payment obligations described in this sentence, howsoever such limitation may be described in any such Pooling and Servicing Agreement), shall be non-recourse other than with respect to Available Funds, and shall not constitute a claim against the Company to the extent that insufficient Available Funds exist to make such payments.